Federal Register / Vol. 89, No. 35 / Wednesday, February 21, 2024 / Notices 13091 

submit to the Commission on or before 

5:15 p.m. on March 11, 2024, a written 

brief containing information and 

arguments pertinent to the subject 

matter of the investigations. Parties shall 

file written testimony and 

supplementary material in connection 

with their presentation at the conference 

no later than noon on March 5, 2024. 

All written submissions must conform 

with the provisions of § 201.8 of the 

Commission’s rules; any submissions 

that contain BPI must also conform with 

the requirements of §§ 201.6, 207.3, and 

207.7 of the Commission’s rules. The 

Commission’s Handbook on Filing 

Procedures, available on the 

Commission’s website at https://

www.usitc.gov/documents/handbook_

on_filing_procedures.pdf, elaborates 

upon the Commission’s procedures with 

respect to filings. 

In accordance with §§ 201.16(c) and 

207.3 of the rules, each document filed 

by a party to the investigations must be 

served on all other parties to the 

investigations (as identified by either 

the public or BPI service list), and a 

certificate of service must be timely 

filed. The Secretary will not accept a 

document for filing without a certificate 

of service. 

Certification.—Pursuant to § 207.3 of 

the Commission’s rules, any person 

submitting information to the 

Commission in connection with these 

investigations must certify that the 

information is accurate and complete to 

the best of the submitter’s knowledge. In 

making the certification, the submitter 

will acknowledge that any information 

that it submits to the Commission 

during these investigations may be 

disclosed to and used: (i) by the 

Commission, its employees and Offices, 

and contract personnel (a) for 

developing or maintaining the records 

of these or related investigations or 

reviews, or (b) in internal investigations, 

audits, reviews, and evaluations relating 

to the programs, personnel, and 

operations of the Commission including 

under 5 U.S.C. Appendix 3; or (ii) by 

U.S. government employees and 

contract personnel, solely for 

cybersecurity purposes. All contract 

personnel will sign appropriate 

nondisclosure agreements. 

Authority: These investigations are 

being conducted under authority of title 

VII of the Tariff Act of 1930; this notice 

is published pursuant to § 207.12 of the 

Commission’s rules. 

By order of the Commission. 

Issued: February 15, 2024. 

Lisa Barton, 

Secretary to the Commission. 

[FR Doc. 2024–03497 Filed 2–20–24; 8:45 am] 

BILLING CODE 7020–02–P 

DEPARTMENT OF JUSTICE 

Notice of Lodging of Proposed Second 

Stipulation and Final Order Under the 

Resource Conservation and Recovery 

Act 

On February 13. 2024, the Department 

of Justice lodged a proposed Second 

Stipulation and Final Order (SSFO) 

with the United States District Court for 

the District of Puerto Rico in the lawsuit 

entitled United States v. Municipality of 

Toa Alta, Puerto Rico, Civil Action No. 

3:21–01087. 

The proposed SSFO resolves two 

issues that the ‘‘Stipulation and 

Preliminary Injunction Order’’ (SPIO) 

entered in this matter in August 2022 

(Dkt. No. 127–1) did not address: the 

claim that failure to remove leachate 

from the Southeast Cell of the 

Municipality of Toa Alta’s (MTA’s) 

landfill constitutes an imminent and 

substantial endangerment under Section 

7003(a) of the Resource Conservation 

and Recovery Act (‘‘RCRA’’), 42 U.S.C. 

6973(a), and the claim for civil penalties 

Section 7003(b) of RCRA, 42 U.S.C. 

6973(b). The SSFO requires Toa Alta to 

remove and dispose of, under Puerto 

Rico’s Department of Natural and 

Environmental Resources (DNER) 

oversight, leachate that is pooling on the 

bottom liner of the landfill’s Southeast 

Cell and to pay a $50,000 civil penalty. 

The SSFO also converts the SPIO into 

a permanent injunction order. 

The publication of this notice opens 

a period for public comment on the 

SSFO. Comments should be addressed 

to the Assistant Attorney General, 

Environment and Natural Resources 

Division, and should refer to United 

States v. Municipality of Toa Alta, D.J. 

Ref. No. 90–7–1–12090. All comments 

must be submitted no later than thirty 

(30) days after the publication date of 

this notice. Comments may be 

submitted either by email or by mail: 

To submit 

comments: Send them to: 

By email ....... pubcomment-ees.enrd@

usdoj.gov 

By mail ......... Assistant Attorney General, 

U.S. DOJ—ENRD, P.O. 

Box 7611, Washington, 

D.C. 20044–7611. 

Under section 7003(d) of RCRA, a 

commenter may request an opportunity 

for a public meeting in the affected area. 

Any comments submitted in writing or 

at a public meeting may be filed by the 

United States in whole or in part on the 

public court docket without notice to 

the commenter. 

During the public comment period, 

the SSFO may be examined and 

downloaded at this Justice Department 

website: https://www.justice.gov/enrd/ 

consent-decrees. If you require 

assistance accessing the SSFO, you may 

request assistance by email or by mail 

to the addresses provided above for 

submitting comments. 

Henry Friedman, 

Assistant Section Chief, Environmental 

Enforcement Section, Environment and 

Natural Resources Division. 

[FR Doc. 2024–03504 Filed 2–20–24; 8:45 am] 

BILLING CODE 4410–15–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

[Exemption Application No. D–12090] 

Proposed Exemption for DWS 

Investment Management Americas, 

Inc. and Certain Current and Future 

Asset Management Affiliates of 

Deutsche Bank AG Located in New 

York, NY 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Notice of proposed exemption. 

SUMMARY: This document provides 

notice of the pendency before the 

Department of Labor (the Department) of 

a proposed individual exemption from 

certain of the prohibited transaction 

restrictions of the Employee Retirement 

Income Security Act of 1974 (ERISA or 

the Act). This proposed exemption 

would permit certain qualified 

professional asset managers within the 

corporate family of Deutsche Bank AG 

(Deutsche Bank), including DWS 

Investment Management Americas Inc. 

(DIMA or the Applicant), and certain 

current and future affiliates of Deutsche 

Bank (each a DB QPAM), to continue to 

rely on the class exemptive relief 

granted in Prohibited Transaction 

Exemption (PTE) 84–14 (PTE 84–14, or 

the QPAM Exemption), notwithstanding 

the 2017 criminal conviction of DB 

Group Services (UK) Limited (DB Group 

Services). 

DATES: 

Comments due: Written comments 

and requests for a public hearing on the 

proposed exemption should be 


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13092 Federal Register / Vol. 89, No. 35 / Wednesday, February 21, 2024 / Notices 

1 29 CFR part 2570, subpart B (75 FR 66637, 

66644, October 27, 2011). For purposes of this 

proposed exemption, reference to specific 

provisions of Title I of ERISA, unless otherwise 

specified, should be read to refer as well to the 

corresponding Code provisions. 

2 49 FR 9494 (March 13, 1984), as corrected at 50 

FR 41430 (October 10, 1985), as amended at 70 FR 

49305 (August 23, 2005), and as amended at 75 FR 

38837 (July 6, 2010). 

3The Department notes that availability of this 

exemption would be subject to the express 

condition that the material facts and representations 

made by the Applicant in Application D–12090 are 

true and complete and accurately describe all 

material terms of the transaction(s) covered by the 

exemption. If there is any material change in a 

transaction covered by the exemption, or in a 

material fact or representation described in the 

application, the exemption will cease to apply as 

of the date of the change. 

submitted to the Department by April 8, 

2024. 

Exemption date: If granted, this 

exemption will be in effect beginning on 

April 18, 2024, and ending on April 17, 

2027. 

ADDRESSES: All written comments and 

requests for a hearing should be 

submitted to the Employee Benefits 

Security Administration (EBSA), Office 

of Exemption Determinations, 

Attention: Application No. D–12090 via 

email to e-OED@dol.gov or online 

through https://www.regulations.gov. 

Any such comments or requests should 

be sent by the end of the scheduled 

comment period. The application for 

exemption and the comments received 

will be available for public inspection in 

the Public Disclosure Room of the 

Employee Benefits Security 

Administration, U.S. Department of 

Labor, Room N–1515, 200 Constitution 

Avenue NW, Washington, DC 20210. 

See SUPPLEMENTARY INFORMATION below 

for additional information regarding 

comments. 

FOR FURTHER INFORMATION CONTACT: Mr. 

Frank Gonzalez and Ms. Blessed 

Chuksorji-Keefe of the Department at 

(202) 693–8553 and (202) 693–8567, 

respectively. (These are not toll-free 

numbers.). 

SUPPLEMENTARY INFORMATION: 

Comments: Persons are encouraged to 

submit all comments electronically and 

not to follow with paper copies. 

Comments should state the nature of the 

person’s interest in the proposed 

exemption and how the person would 

be adversely affected by the exemption, 

if granted. Any person who may be 

adversely affected by an exemption can 

request a hearing on the exemption. A 

request for a hearing must state: (1) the 

name, address, telephone number, and 

email address of the person making the 

request; (2) the nature of the person’s 

interest in the exemption, and the 

manner in which the person would be 

adversely affected by the exemption; 

and (3) a statement of the issues to be 

addressed and a general description of 

the evidence to be presented at the 

hearing. The Department will grant a 

request for a hearing made in 

accordance with the requirements above 

where a hearing is necessary to fully 

explore material factual issues 

identified by the person requesting the 

hearing. A notice of such hearing shall 

be published by the Department in the 

Federal Register. The Department may 

decline to hold a hearing if: (1) the 

request for the hearing does not meet 

the requirements above; (2) the only 

issues identified for exploration at the 

hearing are matters of law; or (3) the 

factual issues identified can be fully 

explored through the submission of 

evidence in written (including 

electronic) form. 

Warning: All comments received will 

be included in the public record 

without change and may be made 

available online at https://

www.regulations.gov, including any 

personal information provided, unless 

the comment includes information 

claimed to be confidential or other 

information whose disclosure is 

restricted by statute. If you submit a 

comment, EBSA recommends that you 

include your name and other contact 

information in the body of your 

comment, but DO NOT submit 

information that you consider to be 

confidential, or otherwise protected 

(such as a Social Security number or an 

unlisted phone number) or confidential 

business information that you do not 

want publicly disclosed. However, if 

EBSA cannot read your comment due to 

technical difficulties and cannot contact 

you for clarification, EBSA might not be 

able to consider your comment. 

Additionally, the https://

www.regulations.gov website is an 

‘‘anonymous access’’ system, which 

means EBSA will not know your 

identity or contact information unless 

you provide it in the body of your 

comment. If you send an email directly 

to EBSA without going through https:// 

www.regulations.gov, your email 

address will be automatically captured 

and included as part of the comment 

that is placed in the public record and 

made available on the internet. 

Proposed Exemption 

The Department of Labor (the 

Department) is considering granting an 

exemption under the authority of 

Section 408(a) of the Employee 

Retirement Income Security Act of 1974, 

as amended (ERISA), and Section 

4975(c)(2) of the Internal Revenue Code 

of 1986, as amended (the Code), and in 

accordance with the Department’s 

exemption procedures regulation,1

because it appears that the exemption is 

administratively feasible, in the 

interests of the plan and of its 

participants and beneficiaries, and 

protective of the rights of participants 

and beneficiaries of the plan. If the 

Department grants a final exemption, 

certain qualified professional asset 

managers within the corporate family of 

Deutsche Bank AG (Deutsche Bank), 

including DWS Investment Management 

Americas Inc. (DIMA or the Applicant), 

and certain current and future affiliates 

of Deutsche Bank (each a DB QPAM), 

will not be precluded from relying on 

the class exemptive relief granted in 

Prohibited Transaction Exemption (PTE) 

84–14 (PTE 84–14, or the QPAM 

Exemption) 2 notwithstanding the 2017 

criminal conviction of DB Group 

Services (UK) Limited (DB Group 

Services) for wire fraud in connection 

with its role in manipulating the United 

States Dollar based London Interbank 

Offered Rate (LIBOR), as described in 

more detail below provided the 

conditions set forth in the exemption 

are met. 

The exemption, if granted, would 

provide relief from certain restrictions 

set forth in ERISA sections 406. It would 

not, however, provide relief from any 

other violation of law, such as those 

laws implicated in the conviction. 

Furthermore, the Department cautions 

that the relief in the exemption would 

terminate immediately if, among other 

things, an entity within the Deutsche 

Bank corporate structure is convicted of 

a crime covered by Section I(g) of PTE 

84–14 (other than the U.S. Conviction, 

as defined in Section I(a) of this 

proposed exemption) during the 

exemption period (as defined in Section 

I(c) of this proposed exemption). 

Although the DB QPAMs could apply 

for a new exemption in that 

circumstance, the Department would 

not be obligated to grant the exemption. 

The terms of this proposed exemption 

have been specifically designed to 

permit plans to terminate their 

relationships in an orderly and costeffective fashion in the event of an 

additional conviction or a determination 

that it is otherwise prudent for a plan to 

terminate its relationship with an entity 

covered by the exemption. 

Summary of Facts and 

Representations 3

Deutsche Bank 

1. Deutsche Bank is a publicly held 

global banking and financial services 

company headquartered in Frankfurt, 


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4 Deutsche Bank reorganized Deutsche Asset 

Management into a separate financial services firm, 

DWS Group GmbH & Co. KGaA (DWS Group). On 

March 23, 2018, DWS Group completed the sale of 

a minority ownership interest and is now a 

separate, publicly listed financial services firm, but 

remains majority-owned subsidiary of Deutsche 

Bank. DIMA, and its investment advisory affiliates, 

including RREEF, Global and Dial, became wholly 

owned subsidiaries of DWS Group. 

5For purposes of the Summary of Facts and 

Representations, references to specific provisions of 

Title I of ERISA, unless otherwise specified, refer 

also to the corresponding provisions of the Code. 

6Under the Code, such parties, or similar parties, 

are referred to as ‘‘disqualified persons.’’ 

7 The prohibited transaction provisions also 

include certain fiduciary prohibited transactions 

under ERISA Section 406(b). These include 

transactions involving fiduciary self-dealing, 

fiduciary conflicts of interest, and kickbacks to 

fiduciaries. 

8 29 CFR part 2570, subpart B (76 FR 66637, 

66644, October 27, 2011). 

9 See 75 FR 38837, 38839 (July 6, 2010). 

10Section VI(d) of PTE 84–14 defines the term 

‘‘affiliate’’ for purposes of Section I(g) as ‘‘(1) Any 

person directly or indirectly through one or more 

intermediaries, controlling, controlled by, or under 

common control with the person, (2) Any director 

of, relative of, or partner in, any such person, (3) 

Any corporation, partnership, trust or 

unincorporated enterprise of which such person is 

an officer, director, or a 5 percent or more partner 

or owner, and (4) Any employee or officer of the 

person who—(A) Is a highly compensated employee 

(as defined in Section 4975(e)(2)(H) of the Code) or 

officer (earning 10 percent or more of the yearly 

wages of such person), or (B) Has direct or indirect 

authority, responsibility or control regarding the 

custody, management or disposition of plan assets.’’ 

11See 47 FR 56947 (December 21, 1982). 

Germany. Deutsche Bank, with and 

through its affiliates, subsidiaries, and 

branches, provides a range of services to 

various entities. 

2. Deutsche Bank has several affiliated 

asset managers, including: DIMA, a 

Delaware corporation; RREEF America 

L.L.C. (RREEF), a Delaware limited 

liability company; DWS Alternatives 

Global Limited (Global), an entity based 

in London, United Kingdom; and DWS 

Investments Australia Limited (DIAL), 

an entity based in Sydney, Australia.4

These entities (and future affiliated asset 

managers of Deutsche Bank) are 

collectively referred to herein as the DB 

QPAMs. The DB QPAMs are investment 

advisers (Advisers) registered under the 

Investment Advisers Act of 1940, as 

amended, with the U.S. Securities and 

Exchange Commission. 

3. The DB QPAMs are part of the DWS 

Group (formerly Deutsche Asset 

Management), a separate, publicly listed 

financial services firm that is majorityowned by Deutsche Bank. According to 

DIMA, the DWS Group is in a separate 

corporate ownership line than DB 

Group Services. Thus, the convicted 

entity is in a different ownership line 

from the DB QPAMs, i.e., DB Group 

Services is not an upstream or 

downstream corporate affiliate of any 

DB QPAM. DWS Group is not itself a 

QPAM, but instead is the parent entity 

that indirectly owns the DB QPAMs. 

The DWS business has its own 

dedicated legal and compliance teams 

and the DB QPAMs have their own 

boards of directors (in the case of 

RREEF, which is a limited liability 

company, its own managers). 

4. As Advisers, the DB QPAMs 

provide discretionary asset management 

services to plans that are subject to Part 

4, Title I of ERISA (ERISA-covered 

plans) and Individual Retirement 

Accounts subject to Code Section 4975 

(IRAs). For purposes of this proposed 

exemption, the term ‘‘Covered Plan’’ 

means an ERISA Plan or an IRA, in each 

case, with respect to which a DB QPAM 

relies on PTE 84–14, or with respect to 

which a DB QPAM (or any Deutsche 

Bank affiliate) has expressly represented 

that the manager qualifies as a QPAM or 

relies on PTE 84–14. A Covered Plan 

does not include an ERISA-covered Plan 

or IRA to the extent the DB QPAM has 

expressly disclaimed reliance on QPAM 

status or PTE 84–14 in entering into its 

contract, arrangement, or agreement 

with the ERISA-covered plan or IRA. 

5. Notwithstanding the above, a DB 

QPAM may disclaim reliance on QPAM 

status or PTE 84–14 in a written 

modification of a contract, arrangement, 

or agreement with an ERISA-covered 

plan or IRA, where: the modification is 

made in a bilateral document signed by 

the client; the client’s attention is 

specifically directed toward the 

disclaimer; and the client is advised in 

writing that, with respect to any 

transaction involving the client’s assets, 

the DB QPAM will not represent that it 

is a QPAM and will not rely on the 

relief described in PTE 84–14. 

ERISA and Code Prohibited 

Transactions and PTE 84–14 

6. The rules set forth in ERISA 

Section 406 and Code Section 4975(c)(1) 

proscribe certain ‘‘prohibited 

transactions’’ between plans and certain 

parties in interest with respect to those 

plans.5 ERISA Section 3(14) defines 

parties in interest with respect to a plan 

to include, among others, the plan 

fiduciary, a sponsoring employer of the 

plan, a union whose members are 

covered by the plan, service providers 

with respect to the plan, and certain of 

their affiliates.6 The prohibited 

transaction provisions under ERISA 

Section 406(a) prohibit, in relevant part, 

(1) sales, leases, loans, or the provision 

of services between a party in interest 

and a plan (or an entity whose assets are 

deemed to constitute the assets of a 

plan), (2) the use of plan assets by or for 

the benefit of a party in interest, or (3) 

a transfer of plan assets to a party in 

interest.7

7. Under the authority of ERISA 

Section 408(a), the Department has the 

authority to grant an exemption from 

such ‘‘prohibited transactions’’ in 

accordance with the procedures set 

forth in the exemption procedure 

regulation 8 if the Department finds an 

exemption is: (a) administratively 

feasible, (b) in the interests of the plan 

and of its participants and beneficiaries, 

and (c) protective of the rights of 

participants and beneficiaries. 

8. PTE 84–14 exempts certain 

prohibited transactions between a party 

in interest and an ‘‘investment fund’’ (as 

defined in Section VI(b) of PTE 84–14) 

in which a plan has an interest if the 

investment manager satisfies the 

definition of ‘‘qualified professional 

asset manager’’ (QPAM) and satisfies 

additional conditions of the exemption. 

PTE 84–14 was developed and granted 

based on the essential premise that 

broad relief could be afforded for all 

types of transactions in which a plan 

engages only if the commitments and 

the investments of plan assets and the 

negotiations leading thereto are the sole 

responsibility of an independent, 

discretionary manager.9

9. Section I(g) of PTE 84–14 prevents 

an entity that may otherwise meet the 

definition of QPAM from utilizing the 

exemptive relief provided by the QPAM 

Exemption for itself and its client plans 

if that entity, an ‘‘affiliate’’ thereof,10 or 

any direct or indirect five percent or 

more owner in the QPAM has been 

either convicted or released from 

imprisonment, whichever is later, 

because of criminal activity described in 

section I(g) within the 10 years 

immediately preceding a transaction. 

Section I(g) was included in PTE 84–14, 

in part, based on the Department’s 

expectation that QPAMs, and those who 

may be in a position to influence the 

QPAM’s policies, must maintain a high 

standard of integrity.11

Prior Convictions and Related 

Exemptions 

10. On October 11, 2011, DIMA 

requested an administrative exemption 

from the Department (the First Request) 

to allow certain DB QPAMs to continue 

utilizing the relief set forth in PTE 84– 

14 notwithstanding the then impending 

criminal conviction of DSK, a Deutsche 

Bank affiliate in South Korea under 

Korean law for spot/futures-linked 

market price manipulation (the Korean 

Conviction). Specifically, on January 25, 


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12The Korean Court determined that the 

forfeitures the government collected from both DB 

and DSK represents the amount of illegal profits 

that the entities received as result of the criminal 

conduct. 

13 80 FR 53574 (September 4, 2015). 

14 81 FR 75153 (October 28, 2016). 

15 81 FR 94028 (December 22, 2016). 

16 82 FR 61840 (December 29, 2017). 

17 86 FR 20410 (April 19, 2021). 

18Because of the Seoul High Court’s decision 

reversing the Korean Conviction, the Applicant did 

not request an extension of the relief under PTE 

2017–04 for the Korean Conviction. 

19This exemption would require that, in 

connection with the DPA entered on January 8, 

2021, between Deutsche Bank and the U.S. 

Department of Justice to resolve the U.S. 

government’s investigation into violations of the 

Foreign Corrupt Practices Act and a separate 

investigation into a commodities fraud scheme, no 

DB QPAMs were involved in the conduct that gave 

rise to the DPA, and no Covered Plan assets were 

involved in the transactions that gave rise to the 

DPA. Furthermore, the DB QPAMs are not 

permitted to employ or knowingly engage any of the 

individuals that participated in the conduct that is 

the subject of the DPA. 

20Unless otherwise noted, PTEs 2015–15, 2016– 

12, 2016–13, 2017–04, and 2021–01, are also 

referred to herein as the ‘‘Prior Exemptions.’’ 

2016, the Seoul Central District Court 

(the Korean Court) convicted DSK of 

violations of certain provisions of 

Articles 176, 443, and 448 of the Korean 

Financial Investment Services and 

Capital Markets Act (FSCMA) for spot/ 

futures linked market manipulation in 

connection with the unwinding of an 

arbitrage position that in turn caused a 

decline in the Korean market. Upon the 

entering of the Korean Conviction, the 

Korean Court sentenced DSK to pay a 

criminal fine of 1.5 billion South Korean 

Won (KRW). Furthermore, the Korean 

Court ordered DB to forfeit KRW 

43,695,371,124, and DSK to forfeit KRW 

1,183,362,400.12

11. While the Department considered 

the First Request, DIMA submitted a 

second exemption application (the 

Second Request) to allow certain DB 

QPAMs to continue relying on PTE 84– 

14 for a period of 10 years, 

notwithstanding both the Korean 

Conviction and the then-anticipated 

conviction of DB Group Services (a 

Deutsche Bank indirect wholly-owned 

subsidiary based in London, United 

Kingdom) under U.S. law for one count 

of wire fraud in connection with its role 

in manipulating the United States Dollar 

(US Dollar) based LIBOR (the U.S. 

Conviction). Specifically, on April 23, 

2015, the Fraud Section of the Criminal 

Division and the Antitrust Division of 

the United States Department of Justice 

filed a one-count criminal information 

in the U.S. District Court for the District 

of Connecticut (the District Court) 

charging DB Group Services with one 

count of wire fraud, in violation of Title 

18, United States Code, Section 1343. 

Pursuant to a plea agreement (the Plea 

Agreement), DB Group Services entered 

a guilty plea in the District Court 

relating to the conduct described therein 

(including the conduct described in any 

of the exhibits thereto). On April 18, 

2017, the District Court entered a 

judgment against DB Group Services 

that required remedies that are 

materially the same as those set forth in 

the Plea Agreement. 

12. On September 4, 2015, the 

Department published PTE 2015–15 in 

connection with the First Request, 

which provided temporary exemptive 

relief permitting DB QPAMs to continue 

relying on PTE 84–14 for a period of 

nine months, notwithstanding the 

Korean Conviction.13 PTE 2015–15 had 

an effective date of January 25, 2016, 

which was the day on which the Korean 

Court entered the Korean Conviction. 

13. On October 28, 2016, the 

Department granted PTE 2016–12, also 

in connection with the First Request, 

which extended the relief provided in 

PTE 2015–15.14 PTE 2016–12 had an 

effective date of October 24, 2016, and 

was scheduled to end on the earlier of 

April 23, 2017, or the effective date of 

the Department’s final action in 

connection with the exemption request. 

14. On December 22, 2016, the 

Department published PTE 2016–13 in 

connection with the Second Request, 

which granted temporary exemptive 

relief permitting DB QPAMs to continue 

to rely on PTE 84–14 for a period of 

nine months, notwithstanding the 

Korean Conviction and the U.S. 

Conviction (collectively, the 

Convictions).15 PTE 2016–13 had an 

effective date of April 18, 2017, and was 

set to expire after the earlier of twelve 

months or the effective date of the 

Department’s grant of supplemental 

exemptive relief. 

15. On December 29, 2017, the 

Department granted PTE 2017–04, 

which provided temporary exemptive 

relief, permitting the DB QPAMs to 

continue to rely on PTE 84–14 for a 

period of three years beginning April 18, 

2018, and ending on April 17, 2021, 

notwithstanding the Convictions.16

Thereafter, on February 18, 2018, the 

Department issued certain technical 

corrections with respect to PTE 2017– 

04. 

16. On December 12, 2018, Korea’s 

Seoul High Court for the 7th Criminal 

Division (the Seoul High Court) reversed 

the Korean Court’s decision and 

declared the defendants not guilty; 

subsequently, Korean prosecutors 

appealed the Seoul High Court’s 

decision to the Supreme Court of Korea. 

17. On April 19, 2021, the Department 

granted PTE 2021–01, which allowed 

the DB QPAMs to continue to rely on 

the relief provided in PTE 84–14, 

notwithstanding the U.S. Conviction for 

three years, beginning on April 18, 

2021.17 PTE 2021–01 extended the relief 

provided by PTE 2017–04 to April 17, 

2024, but only with respect to the U.S. 

Conviction.18

18. On December 21, 2023, the 

Supreme Court of Korea affirmed the 

reversal of the Korean Conviction, and 

it dismissed all judicial proceedings 

against DSK. Accordingly, the 

exemptive relief related to the Korean 

Conviction is not required. 

The Deferred Prosecution Agreement 

19. On January 8, 2021, Deutsche 

Bank entered into a deferred 

prosecution agreement (DPA) with the 

U.S. Department of Justice in which 

Deutsche Bank agreed to pay more than 

$130 million to resolve criminal charges 

for violations of the Foreign Corrupt 

Practices Act (FCPA) and a commodities 

fraud scheme. Although the DPA did 

not result in ineligibility under Section 

I(g) of PTE 84–14, the Department 

believes it is important that Deutsche 

Bank’s Covered Plan clients are aware of 

the DPA and Deutsche Bank’s 

admissions of culpability. The DPA’s 

resolution included criminal penalties 

of $85,186,206, criminal disgorgement 

of $681,480, victim compensation 

payments of $1,223,738, and 

$43,329,622 to be paid to the U.S. 

Securities & Exchange Commission. In 

the DPA, Deutsche Bank admitted, 

accepted, and acknowledged that, 

among other things, it was responsible 

under United States law for the acts of 

its officers, directors, employees, and 

agents, as charged. The charges stem 

from a scheme to conceal corrupt 

payments and bribes made to thirdparty intermediaries by making false 

entries on Deutsche Bank’s books and 

records and related internal accounting 

control violations, and a separate 

scheme to engage in fraudulent and 

manipulative commodities trading 

practices involving publicly traded 

precious metals futures contracts. The 

FCPA misconduct occurred between 

2009 and 2016, and the Commodities 

fraud misconduct occurred between 

2009 and 2013.19

This Exemption Request 20

20. On April 24, 2023, DIMA 

submitted an exemption application 

(the New Request) seeking to extend the 

relief provided in PTE 2021–01, which 

is set to expire on April 17, 2024. The 

New Request initially sought relief for 


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Federal Register / Vol. 89, No. 35 / Wednesday, February 21, 2024 / Notices 13095 

21A fiduciary’s failure to abide by these duties 

may give rise to personal liability on behalf of any 

such fiduciary. 

both the U.S. Conviction and, if 

necessary, the Korean Conviction; 

however, based on the Supreme Court of 

Korea’s dismissal of all judicial 

proceedings against DSK, such relief is 

no longer necessary. 

Department’s Note: The Department 

notes that the Applicant has provided a 

description below of the specific costs 

or harms, if any, that would occur to the 

DB QPAM’s Covered Plan clients if the 

Department denies this exemption 

request, including evidence that 

quantifies in dollar amounts any 

valuable investment opportunities the 

Covered Plan clients would have to 

forego and/or the basis for concluding 

that certain investments could be 

subject to conditions or limitations that 

could be disadvantageous or would no 

longer be available to the Covered Plan 

clients on advantageous terms. 

Regardless of whether this proposed 

exemption is granted, the Department 

strongly emphasizes that a plan 

fiduciary’s duties of prudence and 

loyalty apply when hiring, monitoring, 

evaluating, and retaining an asset 

manager, regardless of whether the asset 

manager retains the ability to continue 

relying on PTE 84–14 under a 

supplemental individual exemption.21

21. Effective Period of the Proposed 

Exemption. Exemptive relief would 

begin on April 18, 2024 (which is the 

first day following the expiration of PTE 

2021–01) and would end on April 17, 

2027. 

Applicant’s Representations in Support 

of Its Request 

22. DIMA states that while 

exemptions other than PTE 84–14 may 

apply with respect to certain 

transactions, PTE 84–14 is particularly 

important for securities and other 

instruments that may be traded on 

behalf of Covered Plans, now or in the 

future, on a principal basis, such as real 

estate investments (including purchases 

and sales, leases and financings), 

corporate debt, municipal debt, other 

US fixed income securities, Rule 144A 

securities, non-US fixed income 

securities, non-US equity securities, US 

and non-US over-the-counter 

instruments (e.g., swaps, forwards, and 

options), structured products, and 

foreign exchange. According to DIMA, 

PTE 84–14 is also important to Plans 

with respect to the extensions of credit 

inherent in leveraged investments. 

23. DIMA states that because 

counterparties are familiar and 

comfortable with PTE 84–14 for a broad 

variety of transactions, PTE 84–14 is 

generally the most commonly used 

prohibited transaction exemption and is 

the exemption that counterparties 

generally rely on as the backup 

exemption for all transactions. 

Counterparties may provide less 

advantageous pricing or may not bid at 

all where the Covered Plan’s investment 

manager is not a QPAM. 

24. DIMA represents that plan 

fiduciaries expend significant resources, 

including time and money, in selecting 

asset managers for their plans. Forcing 

Covered Plan clients to terminate their 

chosen managers because the managers 

no longer have access to the broad 

coverage and efficiencies of PTE 84–14 

will cause such plans to incur a number 

of additional costs. Additionally, 

Covered Plan clients will incur direct 

transaction costs from liquidating and 

reinvesting their portfolios, which costs 

and harms are discussed below. 

25. DIMA states that the DB QPAMs 

have demonstrated a clean compliance 

record that the DB QPAM’s independent 

auditor, Fiduciary Counselors Inc. (the 

Independent Auditor), confirmed after it 

examined the DB QPAMs compliance 

programs and culture through the 

course of six audits, as described below. 

According to DIMA, the DB QPAMs 

have demonstrated a strong culture of 

compliance through: 

a. Continued compliance with 

applicable ERISA regulatory 

requirements, as reflected by the 

consistent results of six audits 

performed by the Independent Auditor 

over more than six years; 

b. Continued compliance with other 

applicable regulatory requirements; 

c. A thorough training module 

dedicated to ERISA, reviewed, and 

approved by the Independent Auditor, 

mandatory for all in-scope employees, at 

the outset of their employment and then 

on a periodic basis; 

d. Centralized, focused, and 

comprehensive ERISA policies and 

procedures relating to ERISA and the 

Code, generally, as well as the specific 

requirements of PTE 84–14, PTE 2017– 

04, and PTE 2021–01; 

e. Effective internal compliance 

processes, including testing and 

monitoring of DB QPAMs, with 

continuous improvement; and 

f. No regulatory or judicial findings 

that a DB QPAM failed to meet the 

requirements of ERISA during the entire 

period. 

26. Independent Audits. The DB 

QPAMs have undergone six audits in 

connection with PTE 2015–15, PTE 

2016–12, PTE 2016–13, PTE 2017–04, 

and PTE 2021–01, most recently for the 

period from April 18, 2022, through 

April 17, 2023. During the course of 

these audits, the Independent Auditor 

reviewed the following materials, 

systems, policies and procedures: 

• marketing materials directed to 

Covered Plans, the identity of 

investment committee members and 

their affiliations, minutes of investment 

committee meetings, information 

barriers, policies and procedures, and 

emails involving the receipt of 

nonpublic information; 

• client complaints, client complaints 

policy and procedures, errors policy and 

procedures, any errors and how such 

errors are corrected, overdrafts policy 

and procedures, overdrafts, affiliated 

broker and/or dealer reports, hardcoding 

process to avoid trading violations in 

connection with affiliated broker and/or 

dealers in trading system, cross trade 

reports, cross trade hardcoding process 

in trading system, consent forms for PTE 

77–4 and billing records to show offset 

of fees, the trading system, guideline 

breach and ERISA breach hardcoding 

process in the trading system, any 

guideline breaches and the 

correspondence file associated with the 

breaches, the client adoption process, 

performance metrics on ethics and 

integrity, personal trading controls, 

personal trading policy and procedures, 

and the personal trading system and any 

related incident reports; 

• errors and complaints associated 

with Covered Plans, errors policy and 

procedures, complaints policy and 

procedures, issues relating to overdrafts, 

escalation procedures and requirements 

including customer complaints policy 

and procedures, investment risk 

oversight including reviews of 

counterparties, and investment 

committees’ meeting minutes; 

• excise tax filings and associated 

incident reports, and Form ADV and 

SEC Brochure Rules Policy—DWS, and 

Form ADV Part 2A (Brochure); 

• investment performance reports, 

PTE 77–4 disclosures, PTE 86–128 

disclosures, incident reports, 

investments marketing materials, and 

client complaints; 

• compliance with PTE 84–14 

conditions; 

• compliance with PTE 2021–01 

conditions (including the written report 

prepared by the Compliance Officer in 

accordance with PTE 2021–01); and 

• proof of ERISA-related training, the 

content of training, proof of ethics 

training, training of new hires, 

interviews of the portfolio managers 

regarding the training system and the 

effectiveness of training, the online 

training module, the training system 

and process of assigning courses to 

employees, and the process for 


khammond on DSKJM1Z7X2PROD with NOTICES
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22The Applicant states that all statistical data is 

as of December 31, 2022, to the best of the 

Applicant’s knowledge. 

employees completing assigned 

training. 

27. During the course of the audits, 

the Independent Auditor interviewed 

portfolio managers and held meetings 

with key management and compliance 

officers, either in person or 

telephonically, including, most recently, 

the Compliance Officer, Team Manager 

Client & Investment Monitoring 

Investment Guideline Management, 

Senior Team Manager Client & 

Investment Monitoring Investment 

Guideline/DWS Americas Control 

Officer and Head Investment Guideline 

Management US, Assistant Vice 

President—Anti-Bribery and 

Corruption, Gifts and Entertainment, 

Senior Team Lead AFC & Anti-Fraud, 

Bribery & Corruption, Head of AntiFraud, Bribery and Corruption (DWS): 

Vice-President—Lead Anti-Bribery & 

Corruption, Director and Head of 

Employee Compliance for Americas, 

Assistant Vice President, Birmingham 

Regulatory Team Manager: and Vice 

President, Regulatory Training. The 

Independent Auditor was provided 

demonstrations of key account 

maintenance, trading, and compliance 

systems. Numerous documents, reports, 

policies and procedures and other 

pertinent information were requested 

and timely received by the Independent 

Auditor. 

28. According to DIMA, the costs and 

harms to Covered Plans resulting from 

the DB QPAMs’ inability to rely on PTE 

84–14 can best be described by 

discussing the services for which the DB 

QPAMs rely on PTE 84–14. In this 

regard, the DB QPAMs provide 

discretionary asset management services 

in reliance on PTE 84–14 to Covered 

Plans under two DWS business lines: (1) 

Alternatives (including the Liquid Real 

Assets, Direct Real Estate and Private 

Equity businesses) (hereinafter the 

Alternatives) and (2) Active 

Institutional. Collectively, DB QPAMs 

provide discretionary asset management 

services to ERISA-covered plans, 

governmental plans and IRAs as 

follows: 22

a. ERISA Accounts: Through 8 

separately managed accounts and two 

pooled funds subject to ERISA, to a total 

of 10 ERISA plan accounts, with total 

assets under management (‘‘AuM’’) of 

approximately $619 million. 

b. Governmental Plan Accounts: 

Through separately managed accounts, 

to a total of 13 governmental plan 

accounts, with total AuM of 

approximately $5.5 billion. 

c. IRAs: After the first audit under 

PTE 2017–04, DIMA began to offer 

discretionary model portfolios to 

financial sponsors with IRA clients, but, 

in connection with DIMA’s provision of 

such services, DIMA has expressly 

disclaimed, and intends to continue to 

expressly disclaim, its reliance on PTE 

84–14. 

29. The Applicant states that the 

following costs are in addition to the 

opportunity costs of investing in cash 

pending reinvestment with a new 

manager. The individual statistics for 

each of the foregoing business lines are 

set forth below: 

a. Alternatives: Alternatives provides 

discretionary asset management services 

to, among others, 8 ERISA accounts and 

10 governmental plan accounts. The 

largest ERISA account is $198 million. 

Total ERISA AuM is $498 million. The 

largest governmental plan account is 

$2.8 billion. Total governmental plan 

AuM is $4.9 billion. Alternatives 

provides these services through 

separately managed accounts and 

pooled funds subject to ERISA. 

Terminating Alternatives’ management 

may result in the following specific 

harm to the relevant ERISA plan or 

governmental plan: 

i. Loss of the investor’s preferred 

manager: Virtually all plan investors 

expend large amounts of time (6–8 

months) and thousands of dollars to 

find, evaluate, choose, and engage 

managers. Because of Alternatives’ 

unique position in real estate, 

infrastructure, and commodities, 

replacing Alternatives would involve an 

even greater effort. Further, due to the 

unique assets chosen by Alternatives 

under its proprietary models, finding a 

true replacement is likely impossible, 

thus necessitating modifications to 

portfolios, and likely, to strategies and 

global investment policies, as well, with 

the consequent costs of those additional 

ripple effect changes; 

ii. Loss of leading investment 

manager/performance: DIMA represents 

that Alternatives is a market leader, 

including when it comes to 

performance, thus making it difficult for 

investors to find quality replacements; 

iii. Consulting fees: The consulting 

fees for searching for a new private 

manager range from $30,000 to $40,000. 

Consultants may charge twice as much 

or more for customized searches for 

private market managers than they 

charge for public market manager 

searches; 

iv. Additional time expended: 25–50 

hours of client time to evaluate 

alternative managers. Plans typically 

rely on several individuals (whether 

through a board of trustees, investment 

committees or otherwise) to evaluate 

and select managers. Further, unless a 

plan has in-house investment 

professionals, it almost invariably relies 

on outside consultants to assist with the 

search and evaluation (at a substantial 

cost, as noted above); 

v. Legal fees: The cost in legal fees to 

review/negotiate new management 

agreement and guidelines ranges 

between $10,000 and $30,000. 

Agreements for institutional asset 

management are almost invariably 

negotiated. Further, agreements and 

guidelines for real estate strategies, 

especially direct real estate, are 

generally more complex than for other 

strategies; 

vi. Transaction costs for direct real 

estate: For direct real estate, 30–100 bps 

in direct transaction costs for early 

liquidation (e.g., $8.4 million to $27.8 

million loss for Alternatives’ largest 

governmental plan client); 

vii. Early liquidation discounts: For 

direct real estate, 10–20% discount for 

early liquidation (e.g., $278.4 million to 

$556.8 million loss for Alternatives’ 

largest governmental plan client); 

viii. Transaction costs for non-direct 

real estate: For other Alternatives’ 

portfolios, 20–60 bps in direct 

transaction costs for liquidation (e.g., 

$5.6 million to $16.7 million for 

Alternatives’ largest ERISA client); 

b. Active Institutional: The Active 

Institutional team provides institutional 

discretionary asset management services 

to a number of separately managed plan 

accounts, including 2 ERISA plan 

accounts and 3 governmental plan 

accounts. The Active Institutional team 

also provides discretionary model 

portfolio services to financial sponsors 

with IRA clients. The largest ERISA 

account is $86.5 million. Total ERISA 

AuM is $125.5 million. The largest 

governmental plan account is $518 

million. Total governmental plan AuM 

is $644.6 million. The Active 

Institutional team currently manages 

these institutional accounts to a broad 

variety of strategies, including: (I) 

equities, (II) fixed income, (III) overlay, 

(IV) commodities, and (V) cash. 

Department’s Request for Comment 

Regarding ‘‘Opportunity Costs’’: The 

Department specifically requests 

comments from Covered Plans, the DB 

QPAMs, and the public as to the 

specific ‘‘opportunity cost’’ of having 

assets ‘‘invested in cash pending 

reinvestment with a new manager.’’ In 

this regard, the Department requests 

information validating that there is no 

way to avoid investing assets in cash 

during the transition to a new manager 

and information quantifying the costs of 

having assets uninvested during such a 


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Federal Register / Vol. 89, No. 35 / Wednesday, February 21, 2024 / Notices 13097 

23See 88 FR 1418 (January 10, 2023). 

transition using objective assumptions. 

The Department notes that it retains the 

ability to deny an exemption request if 

the record associated with the request 

lacks adequate or sufficient supporting 

data to enable the Department to make 

its findings that Covered Plans would 

suffer harms if exemptive relief was not 

afforded the Applicants. 

30. Given the institutional nature of 

the underlying accounts, these strategies 

may involve a wide range of asset 

classes and types, including: (1) US and 

foreign fixed income (Treasuries, 

Agencies, corporate bonds, asset-backed 

securities, mortgage and commercial 

mortgage-backed securities, deposits); 

(2) US and foreign mutual funds and 

ETFs; (3) US and foreign futures, (4) 

currency; (5) swaps (interest rate and 

credit default); (6) US and foreign 

equities; and (7) short term investment 

funds. 

31. According to the Applicant, 

terminating a plan’s chosen manager 

under any strategy involves various 

costs, including loss of the investor’s 

preferred manager, transaction costs, 

search costs and legal costs, with the 

particular cost turning on the strategy 

and the assets in which it invests. 

Estimated costs for the Active 

Institutional strategy are as follows: 

a. Consulting Fees: $30,000 to $40,000 

in consulting fees for a new manager 

search. Searches for private market 

managers are significantly more 

expensive than for public market 

managers; 

b. Additional Time Expended: 25–50 

hours of client time to evaluate 

alternative managers, assuming the task 

is handled by an institutional board of 

trustees, plan committee or similar 

group of individuals; 

c. Legal Fees: $10,000–$30,000 in 

legal fees to review/negotiate new 

management agreement and guidelines, 

given that institutional agreements are 

almost invariably negotiated; 

d. Transaction Costs: Approximately 

8.0 bps in direct transaction costs for 

liquidation (e.g., $414,430.44 for Active 

Institution’s largest governmental plan 

client). This assumption is based on the 

account’s holdings as of December 31, 

2022, and may change at any time, given 

the flexible nature of institutional 

mandates; 

e. Legal Costs for New Trading 

Agreements: The cost in legal fees to 

negotiate each new futures, cleared 

derivatives, swaps, or other trading 

agreement is between $15,000 and 

$30,000. 

Department’s Note: The Department 

specifically requests comments from 

Covered Plans, the DB QPAMs, and the 

public as to the specific costs or harms, 

if any, that would flow from denial of 

the exemption, and data from the 

Applicant that identifies and quantifies 

in dollar amounts any valuable 

investment opportunities that plans 

would have to forego, and the basis for 

concluding that those investments 

would no longer be available to Covered 

Plans on advantageous terms from the 

DB QPAMs or other financial service 

providers. The Department retains the 

ability to deny an exemption request if 

the record associated with the request 

lacks adequate or sufficient supporting 

data. The Department also requests 

comments from the public, Covered 

Plans, and the DB QPAMs regarding the 

validity of these concerns, as well as 

any data or analyses that quantify the 

magnitude of these associated costs and 

harms in dollar amounts. The 

Department could decide to deny the 

exemption request if the record 

associated with the request lacks 

adequate or sufficient supporting data. 

Applicant’s Additional Request 

32. The Applicant requests that the 

Department consider imposing an audit 

requirement upon the DB QPAMs every 

other year for the remaining years of 

exemption relief, basing such request on 

the following three (3) reasons: 

a. The U.S. Conviction occurred 

outside of the DB QPAMs, in an entity 

that is entirely separate from the asset 

management business. The DB QPAMs 

have been subjected to audits that, 

among other things, confirmed that the 

Independent Auditor found no 

suggestion of any inappropriate 

statements or discussions regarding 

transactions, interactions, or undue 

influence from or to Deutsche Bank and 

the DB QPAMs. 

b. Since the Applicant’s need for an 

exemption rests on a single crime, the 

Applicant submits that similarly 

situated applicants should be treated 

consistently and that its case is similar 

to other applicants with one crime. The 

Applicant believes that the appropriate 

and fair comparison is to the foreign 

exchange (‘‘FX’’) individual QPAM 

exemptions granted to those applicants 

with only one conviction. These 

applicants have, in their first five years 

of exemptive relief, three one-year 

audits. Moreover, those applicants were 

advised at the time that, if the audits 

revealed no deficiencies in their 

compliance programs, the Department 

could exercise its discretion to alter the 

exemption conditions in subsequent 

exemptions. 

c. The compliance officer 

requirement, including full compliance 

reviews, imposed by PTE 2021–01 is a 

reasonable substitute for a full audit. 

Because the DB QPAMs have 

demonstrated a strong culture of 

compliance and commitment to 

addressing the Department’s articulated 

concerns, the Applicant respectfully 

requests that the Department exercise its 

discretion to modify the Independent 

Auditor requirement for the years 

covered by the extension of the 

exemption. 

33. The Applicant states that a 

biennial audit requirement also would 

benefit plan participants because the 

audits are expensive and monopolize 

significant amounts of time of the staff 

of the asset managers’ control functions. 

In the absence of these requirements, 

the control functions would be able to 

set aside more time to develop and 

implement new and appropriate 

controls, and perform additional testing, 

surveillance, monitoring, and other 

compliance activities on a more 

expedited and efficient basis. 

34. Department’s Response. The 

Department declines to modify the 

timing of the DB QPAMs’ audits to 

every other year. The Department notes 

that although the DPA is not a 

disqualifying event under Section I(g) of 

PTE 84–14, Deutsche Bank admitted to 

culpability for the crimes described in 

the DPA. Given the amount of bad 

conduct reflected by the record, the 

Department views an annual audit as 

necessary to ensure the DB QPAMs 

remain untainted by the bad conduct of 

certain Deutsche Bank affiliates. 

35. The Applicant also requests the 

addition of a condition addressing 

newly-acquired investment managers, as 

was included in the exemption granted 

to JPMorgan Chase & Co. earlier in year 

2023.23 The Applicant is requesting that 

in respect to a newly-acquired manager 

relying on PTE 84–14, the proposed 

exemption shall first apply after a date 

that is six (6) months after the 

acquisition’s closing date. The 

Applicant explains that, from time to 

time, the Applicant acquires asset 

managers that rely on the QPAM 

Exemption, as of the effective date of the 

acquisition. According to the Applicant, 

when a manager is in the process of 

being acquired, it is generally unwilling, 

or practically unable, to communicate 

with its clients regarding all the terms 

of the acquiror’s individual QPAM 

exemption, e.g., in case the transaction 

does not close. In addition, the 

associated information and 

documentation may raise questions 

from plan clients that the manager being 

acquired cannot answer, and it would 

be inappropriate to allow the acquiror to 


khammond on DSKJM1Z7X2PROD with NOTICES
13098 Federal Register / Vol. 89, No. 35 / Wednesday, February 21, 2024 / Notices 

24For clarity, references to the DB QPAMs 

include their officers, directors, agents other than 

Deutsche Bank, and employees of such QPAMs. 

talk directly to the manager’s clients 

prior to close. 

36. In addition, PTE 2021–01 has 

many requirements, all of which must 

be contained in policies and procedures 

of the newly-acquired manager. The 

Applicant states that the acquired entity 

is typically unable to change its policies 

and procedures until the transaction has 

closed and only at that point does it try 

to meld new policies and procedures 

related to the individual QPAM 

exemption to its policies. 

37. DIMA states that the consequences 

for violating the exemption are severe, 

and the acquired manager would 

understandably be reluctant to accept 

these liabilities until it had trained its 

employees. Further, the Applicant 

expects it would be quite challenging 

for the independent auditor to insert an 

entirely new entity, with which it has 

no familiarity, into its audit testing in 

real-time (to the extent it even has the 

necessary resources to expand its audit 

and can confirm it remains independent 

from the acquired manager). 

38. According to DIMA, no time was 

allowed at the outset of the Prior 

Exemptions for a newly-acquired 

manager to comply with the 

exemptions’ conditions. These 

conditions make it nearly impossible to 

come into full compliance with the 

exemption before any such acquisition 

closes, given all of the conditions 

regarding notices, training, policies, 

compliance regimes, etc. If full 

compliance with the exemption is not in 

place as of the closing date, such 

manager may not be able to transact in 

reliance on PTE 84–14 on behalf of its 

plan clients, even where it was doing so 

immediately prior to the closing date. 

For plans managed by the acquired 

manager, transactions may have to be 

terminated, strategies changed, and 

guidelines amended, causing disruption 

to such plans through no fault of their 

own. 

39. Department’s Response. The 

Department agrees, in part, with the 

Applicant’s requested change. However, 

the Department believes any new DB 

QPAM must be subject to an audit 

covering the entirety of the DB QPAM’s 

reliance on this exemption. The newlyacquired DB QPAM must submit itself 

to the first audit that begins following 

the DB QPAM’s acquisition, but the 

period covered by such audit covers the 

period of time beginning with the date 

of acquisition. The Department is 

adding a condition in accordance with 

the Applicant’s request that reads: 

‘‘With respect to an asset manager that 

becomes a DB QPAM after the effective 

date of this exemption by virtue of being 

acquired (in whole or in part) by DB or 

a subsidiary or affiliate of DB (a ‘‘newlyacquired DB QPAM’’), the newlyacquired DB QPAM would not be 

precluded from relying on the 

exemptive relief provided by PTE 84–14 

notwithstanding the U.S. Conviction as 

of the closing date for the acquisition; 

however, the operative terms of the 

exemption shall not apply to the newlyacquired DB QPAM until a date that is 

six (6) months after the closing date for 

the acquisition. To that end, the newly 

acquired DB QPAM will initially submit 

to an audit pursuant to Section III(i) of 

this exemption as of the first audit 

period that begins following the closing 

date for the acquisition. The period 

covered by the audit must begin on the 

date on which the DB QPAM was 

acquired.’’ 

The Department explains that the first 

audit to which a newly-acquired DB 

QPAM submits may cover a period 

greater than 1 year. For example, 

assuming this proposed exemption is 

granted and the following: DB QPAMs 

are subject to an annual audit covering 

April 18th 2024 through April 17th 

2025 and a new DB QPAM is acquired 

on January 1, 2025: The newly-acquired 

DB QPAM would (1) be permitted to 

rely on the relief provided by this 

exemption as of January 1, 2025 (the 

date of its acquisition), (2) first become 

subject to the conditional terms of the 

exemption on July 1, 2025, and (3) 

initially submit to the first audit 

beginning post-acquisition (covering 

April 18, 2025–April 17, 2026). 

However, such audit of this particular 

DB QPAM must look back to the date of 

acquisition and cover the period from 

January 1, 2025–April 17, 2026. 

The Exemption’s Protective Conditions 

40. Several of this proposed 

exemption’s conditions are designed to 

ensure that the DB QPAMs were not 

involved in the conduct that gave rise to 

the U.S. Conviction or the DPA. 

Accordingly, this proposal does not 

provide prohibited transaction relief if 

the DB QPAMs knew of, participated in, 

approved of, furthered, or profited from 

the conduct that gave rise to the U.S. 

Conviction or the DPA.24 Nor is relief 

available if a DB QPAM exercised any 

authority over plan assets in a manner 

that it knew or should have known 

would further the criminal conduct that 

is the subject of the U.S. Conviction or 

the 2021 DPA or cause the DB QPAM or 

its affiliates to directly or indirectly 

profit from the criminal conduct that is 

the subject of the U.S. Conviction or the 

2021 DPA. 

41. Further, the DB QPAMs may not 

employ or knowingly engage any of the 

individuals that participated in the 

conduct attributable to the U.S. 

Conviction or the DPA. The DB QPAMs 

(including their officers, directors, 

agents other than DB Group Services, 

and employees of these QPAMs) must 

not have received direct compensation 

or knowingly received indirect 

compensation in connection with the 

criminal conduct that is the subject of 

the U.S. Conviction or the DPA. 

42. The proposal further provides that 

no DB QPAM will use its authority or 

influence to direct an ‘‘investment 

fund’’ that is subject to ERISA or the 

Code and managed by such DB QPAM 

in reliance on PTE 84–14, or with 

respect to which a DB QPAM has 

expressly represented to an ERISAcovered plan or IRA with assets 

invested in such ‘‘investment fund’’ that 

it qualifies as a QPAM or relies on PTE 

84–14, to enter into any transaction with 

DB Group Services to provide any 

service to such investment fund, for a 

direct or indirect fee borne by such 

investment fund, regardless of whether 

such transaction or service may 

otherwise be within the scope of relief 

provided by an administrative or 

statutory exemption. 

43. If the Department grants this 

exemption, it will terminate 

immediately if Deutsche Bank or any of 

its affiliates are convicted of any 

additional crimes (other than the U.S. 

Conviction) described in Section I(g) of 

PTE 84–14. Also, with limited 

exceptions, DB Group Services may not 

act as a fiduciary within the meaning of 

ERISA Section 3(21)(A)(i) or (iii), or 

Code Section 4975(e)(3)(A) and (C), with 

respect to ERISA-covered plan and IRA 

assets. 

44. The proposal requires each DB 

QPAM to update, implement and follow 

certain written policies and procedures 

(the Policies). These Policies are 

identical to the policies and procedures 

mandated by PTE 2021–01. In general 

terms, the Policies must require and be 

reasonably designed to ensure among 

other things that: (i) the DB QPAMs’ 

asset management decisions are 

conducted independently of the 

corporate management and business 

activities of DB Group Services; (ii) the 

DB QPAMs fully comply with ERISA’s 

fiduciary duties, as applicable, and with 

ERISA and the Code’s prohibited 

transaction provisions, as applicable; 

(iii) the DB QPAMs do not knowingly 

participate in any other person’s 

violation of ERISA or the Code with 

respect to Covered Plans; (iv) any filings 


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25The Department notes that with respect to the 

notice of obligations requirement in Section III(j)(7), 

all Covered Plans must receive a notice that 

includes the definition of actual losses as provided 

in Section III(j)(2) of this proposed exemption. For 

avoidance of doubt, Covered Plans must receive a 

new notice if the notice Covered Plans previously 

received or the contractual language previously 

agreed to in connection with Section I(j)(7) of PTE 

2017–04 or Section I(j)(7) of PTE 2021–01 did not 

include the definition of actual losses that is 

provided in this exemption. 

or statements made by the DB QPAMs 

to regulators on behalf of or in relation 

to Covered Plans are materially accurate 

and complete; (v) the DB QPAMs do not 

make material misrepresentations or 

omit material information in 

communications with such regulators 

with respect to Covered Plans; (vi) the 

DB QPAMs do not make material 

misrepresentations or omit material 

information in communications with 

Covered Plans; (vii) the DB QPAMs 

comply with the terms of the 

exemption; and (viii) any violation of or 

failure to comply with any of these 

items is corrected as soon as reasonably 

possible upon discovery, or as soon after 

the DB QPAM reasonably should have 

known of the noncompliance 

(whichever is earlier). Any violation or 

compliance failure not so corrected 

must be reported in writing to 

appropriate corporate officers, the head 

of compliance and the QPAM’s general 

counsel (or their functional equivalent), 

and the independent auditor 

responsible for reviewing compliance 

with the Policies upon the discovery of 

the failure to correct. 

45. This proposal mandates training 

(Training) that is identical to the 

training required under PTE 2021–01. In 

this regard, all relevant DB QPAM asset/ 

portfolio management, trading, legal, 

compliance, and internal audit 

personnel must be trained during the 

Exemption Period. Among other things, 

the Training must cover at a minimum, 

the Policies, ERISA and Code 

compliance, ethical conduct, the 

consequences for not complying with 

the exemption conditions (including 

any loss of the exemptive relief 

provided herein) and the requirement 

for prompt reporting of wrongdoing. 

The Training must be conducted by a 

professional who has been prudently 

selected and has appropriate technical 

training and proficiency with ERISA 

and the Code. 

Department’s Comment Regarding 

Training: The Department views the 

Training obligation under this 

exemption as a key protection of 

Covered Plans and expects that DB 

QPAMs and their personnel will 

complete their training obligations fully 

and in good faith. To ensure the efficacy 

of the Training, Section III(h)(2)(iii) 

requires that the Training ‘‘[b]e verified, 

through in-training knowledge checks, 

‘‘graduation’’ tests, and/or other 

technological tools designed to confirm 

that personnel fully and in good faith 

participate in the Training.’’ 

Furthermore, the Department expects 

the independent auditor described in 

Section III(i)(1) of the exemption to 

validate the efficacy of the Training, 

and, if necessary, to suggest additional 

enhancements to the Applicant’s 

Training program. 

46. Under this proposal, as in PTE 

2021–01, each DB QPAM must submit 

to an annual audit conducted by an 

independent auditor. Among other 

things, the auditor must test a sample of 

each DB QPAM’s transactions involving 

Covered Plans that are sufficient in size 

and nature to afford the auditor a 

reasonable basis to determine such 

QPAM’s operational compliance with 

the Policies and Training. The auditor’s 

conclusions cannot be based solely on 

the Exemption Report created by the 

Compliance Officer, described below, in 

lieu of independent determinations and 

testing performed by the auditor. 

47. The Audit Report must be 

certified by the respective DB QPAM’s 

general counsel or one of the three most 

senior executive officers of the DB 

QPAM to which the Audit Report 

applies. A copy of the Audit Report 

must be provided to the Audit 

Committee of Deutsche Bank’s 

Supervisory Board. A senior executive 

officer who has a direct reporting line to 

Deutsche Bank’s highest ranking legal 

compliance officer must review the 

Audit Report for each DB QPAM and 

certify in writing and under penalty of 

perjury that such officer has reviewed 

each Audit Report. Deutsche Bank must 

notify the Department in the event of a 

change in the committee to which the 

Audit Report will be provided. 

48. This proposal requires the DB 

QPAM to agree and warrant with 

respect to any arrangement, agreement, 

or contract between a DB QPAM and a 

Covered Plan that, throughout the 

Exemption Period the DB QPAM will: 

(i) comply with ERISA and the Code, as 

applicable with respect to the Covered 

Plan; (ii) refrain from engaging in 

prohibited transactions that are not 

otherwise exempt (and to promptly 

correct any inadvertent prohibited 

transactions); and (iii) comply with the 

standards of prudence and loyalty set 

forth in ERISA Section 404 with respect 

to each such ERISA-covered plan. Each 

DB QPAM must also agree and warrant 

to indemnify and hold harmless the 

Covered Plan for any actual losses 

resulting directly from any of the 

following: (a) a DB QPAM’s violation of 

ERISA’s fiduciary duties and/or the 

prohibited transaction provisions of 

ERISA and the Code as applicable; (b) 

a breach of contract by the DB QPAM; 

or (c) any claim arising out of the failure 

of the DB QPAM to qualify for the 

exemptive relief provided by PTE 84–14 

as a result of a violation of Section I(g) 

of the exemption other than the 

Conviction. This condition applies to 

actual losses caused by the DB QPAM, 

including but not limited to losses and 

related costs arising from unwinding 

transactions with third parties and from 

transitioning Plan assets to an 

alternative asset manager as well as 

costs associated with any exposure to 

excise taxes under Code Section 4975 

because of a DB QPAM’s inability to 

rely upon the relief in the QPAM 

Exemption. The definition of ‘‘actual 

losses’’ used in this proposed exemption 

allows fiduciaries of Covered Plans to 

prudently manage and make the best 

decisions on behalf of their plans 

without needing to consider the costs 

caused by a DB QPAM’s or its affiliate’s 

misconduct, including costs associated 

with unwinding transactions and 

transitioning plan assets to a new asset 

manager, because these costs will be 

borne by the DB QPAM and not the 

Covered Plan.25

49. This proposed exemption contains 

specific notice requirements. Each DB 

QPAM must provide a notice regarding 

the proposed exemption and a separate 

summary describing the facts that led to 

each Conviction (the Summary), which 

must be submitted to the Department, 

and a prominently displayed statement 

(the Statement) that each Conviction 

results in a failure to meet a condition 

in PTE 84–14, must be provided to each 

sponsor and beneficial owner of a 

Covered Plan that entered into a written 

asset or investment management 

agreement with a DB QPAM, or the 

sponsor of an investment fund in any 

case where a DB QPAM acts as a subadviser to the investment fund in which 

such ERISA-covered plan and IRA 

invests. The notice, Summary, and 

Statement must be provided before or 

contemporaneously with the client’s 

receipt of a written asset management 

agreement from the DB QPAM. If the 

Department grants an exemption, the 

clients must receive a Federal Register 

copy of the notice of final exemption 

within sixty (60) days of this 

exemption’s effective date. The notice 

may be delivered electronically 

(including by an email containing a link 

to this exemption). 

50. The proposal requires each DB 

QPAM to maintain records necessary to 

demonstrate that the exemption 


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26 If the Applicant satisfies this disclosure 

requirement through Summary Policies, changes to 

the Policies will not require new disclosure to 

Covered Plans unless the Summary Policies are no 

longer accurate because of the changes. 

conditions have been met for six (6) 

years following the date of any 

transaction for which the DB QPAM 

relies upon the relief provided in the 

exemption. The proposal mandates that 

DB must continue to designate a senior 

compliance officer (the Compliance 

Officer) who will be responsible for 

compliance with the Policies and 

Training requirements described herein. 

The Compliance Officer must conduct 

an exemption review (the Exemption 

Review) to determine the adequacy and 

effectiveness of the implementation of 

the Policies and Training. The 

Compliance Officer must be a 

professional with extensive relevant 

experience with a reporting line to the 

highest-ranking corporate officer in 

charge of compliance for the applicable 

DB QPAM. At a minimum, the 

Exemption Review must include review 

of the following items: (i) any 

compliance matter related to the 

Policies or Training that was identified 

by, or reported to, the Compliance 

Officer during the previous year; (ii) any 

material change in the relevant business 

activities of the DB QPAMs; and (iii) 

any change to ERISA, the Code, or 

regulations that may be applicable to the 

activities of the DB QPAMs. 

51. The Compliance Officer must 

prepare a written report (the Exemption 

Report) that summarizes their material 

activities during the Exemption Period 

and sets forth any instance of 

noncompliance discovered during the 

Exemption Period and any related 

corrective action. In each Exemption 

Report, the Compliance Officer must 

certify in writing that to the best of their 

knowledge the report is accurate and 

note whether the DB QPAMs have 

complied with the Policies and 

Training, and/or corrected (or are 

correcting) any instances of 

noncompliance. 

52. The Exemption Report must be (i) 

provided to the appropriate corporate 

officers of Deutsche Bank and each DB 

QPAM to which such report relates and 

to the head of compliance and the 

general counsel (or their functional 

equivalent) of the relevant DB QPAM, 

and (ii) made unconditionally available 

to the independent auditor. The 

Exemption Review, including the 

Compliance Officer’s written Exemption 

Report, must be completed within three 

(3) months following the end of the 

period to which it relates. 

53. Deutsche Bank must also 

immediately disclose to the Department 

any deferred prosecution agreement 

(DPA) or non-prosecution agreement 

(NPA) with the U.S. Department of 

Justice, entered into by DB or any of its 

affiliates (as defined in Section VI(d) of 

PTE 84–14) in connection with conduct 

described in Section I(g) of PTE 84–14 

or ERISA Section 411. Under this 

condition, the Applicant must also 

provide the Department with any 

information requested by the 

Department, as permitted by law, 

regarding the agreement and/or conduct 

and allegations that led to the 

agreement. The Department will review 

the information provided and may seek 

additional information from the 

Department of Justice, in order to 

determine whether the conduct 

described in the DPA or NPA raises 

questions about the DB QPAMs’ ability 

to act with a high standard of integrity. 

The Department retains the right to 

propose a withdrawal of the exemption 

pursuant to its procedures contained at 

29 CFR 2570.50, should the 

circumstances warrant such action. 

Department’s Request for Comment: 

The Department requests comments 

whether the Applicant should be 

required to provide information 

regarding adverse regulatory actions 

(e.g., fines, censures, penalties, civil 

lawsuits, settlements of civil or criminal 

lawsuits), that are taken by other 

regulators against Deutsche Bank and its 

affiliates. For example, should the 

Applicant be required to provide 

information regarding actions taken by 

certain regulators (e.g., IRS, SEC, OCC, 

UK FCA): Are there particular types of 

information or classes of regulatory 

actions that are relevant to the 

Department’s determination whether the 

DB QPAMs should continue to be 

permitted to rely on PTE 84–14 

notwithstanding the U.S. Conviction? 

54. The proposal mandates that, 

among other things, each DB QPAM 

clearly and promptly informs Covered 

Plan clients of their right to obtain a 

copy of the Policies or a description (the 

Summary Policies) which accurately 

summarizes key components of the DB 

QPAM’s written Policies developed in 

connection with this exemption. If the 

Policies are thereafter changed, each 

Covered Plan client must receive a new 

disclosure within six (6) months 

following the end of the calendar year 

during which the Policies were 

changed.26 With respect to this 

requirement, the description may be 

continuously maintained on a website, 

provided that such website’s link to the 

Policies or Summary Policies is clearly 

and prominently disclosed to each 

Covered Plan. 

55. Finally, all the material facts and 

representations set forth in the 

Summary of Facts and Representations 

must be true and accurate at all times. 

Clarifying Definition. In order to avoid 

confusion and clarify the operation of 

certain conditions, the Department has 

included in this proposed exemption a 

constructional definition of ‘‘best 

knowledge’’ to clarify that any reference 

in this exemption to ‘‘the best 

knowledge’’ of a party will be deemed 

to mean the actual knowledge of the 

party and the knowledge which they 

would have had if they had conducted 

a diligent inquiry into the relevant 

subject matter. If a condition of the 

exemption requires an individual to 

provide certification pursuant to their 

‘‘best knowledge,’’ then such individual, 

in order to make such certification, must 

perform their reasonable due diligence 

required under the circumstances to 

determine whether the information such 

individual is certifying is complete and 

accurate in all respects. Furthermore, 

with respect to an entity other than a 

natural person, the ‘‘best knowledge’’ of 

the entity includes matters that are 

known to the directors and officers of 

the entity or should be known to such 

individuals upon the exercise of such 

individuals’ due diligence required 

under the circumstances. 

Statutory Findings 

56. Based on the conditions included 

in this proposed exemption, the 

Department has tentatively determined 

that the relief sought by the Applicant 

would satisfy the statutory requirements 

for an exemption under ERISA Section 

408(a). 

57. The Proposed Exemption is 

‘‘Administratively Feasible.’’ The 

Department has tentatively determined 

that the proposal is administratively 

feasible since, among other things, a 

qualified independent auditor will be 

required to perform in-depth audit(s) 

covering, among other things, each DB 

QPAM’s compliance with the 

exemption, and a corresponding written 

audit report will be provided to the 

Department and available to the public. 

The Department notes that the 

independent audit will provide an 

incentive for, and a measure of, 

compliance with the exemption 

conditions, while reducing the 

immediate need for review and 

oversight by the Department. 

58. The Proposed Exemption is ‘‘In 

the Interest of the Covered Plans.’’ The 

Department has tentatively determined 

that the proposed exemption is in the 

interests of the participants and 

beneficiaries of each affected Covered 

Plan because of the likely costs the 


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plans would incur if the exemption 

were denied and the benefits of 

permitting plans to continue to rely 

upon the DB QPAM’s services with the 

additional protections set forth in this 

exemption. 

59. The Proposed Exemption is 

‘‘Protective of the Plan.’’ The 

Department has tentatively determined 

that this proposed exemption, if 

granted, is protective of Covered Plans. 

The Department takes note of the 

Applicant’s representation that the DB 

QPAMs have consistently had strong 

controls in place, which have only 

improved since the predecessor 

exemptions were issued. Under this 

proposal, exemptive relief would begin 

on April 18, 2024, and it has a limited 

prospective term of three (3) years 

which coincides with the end of the 

disqualification period in connection 

with the U.S. Conviction, April 17, 

2027. Additionally, the proposed 

exemption has substantially the same 

conditions set forth in PTE 2017–04 and 

PTE 2021–01, which covered the U.S. 

Conviction. 

Summary 

60. This proposed exemption 

provides relief from certain restrictions 

set forth in ERISA Sections 406. No 

relief or waiver of a violation of any 

other law is provided by the exemption. 

The relief in this proposed exemption 

would terminate immediately if, among 

other things, an entity within the 

Deutsche Bank corporate structure is 

convicted of any crime covered by PTE 

84–14, Section I(g) (other than the 

Convictions) during the effective period 

of the proposed exemption. While such 

an entity could apply for a new 

exemption in that circumstance, the 

Department is not obligated to propose 

or grant a requested exemption, and no 

inferences should be drawn with respect 

to the Department’s future action due 

the Department’s issuance of this 

proposal. 

61. When interpreting and 

implementing this exemption, the 

Applicant and the DB QPAMs should 

resolve any ambiguities considering the 

exemption’s protective purposes. To the 

extent additional clarification is 

necessary, these persons or entities 

should contact EBSA’s Office of 

Exemption Determinations at 202–693– 

8540. 

62. Based on the conditions that are 

included in this proposed exemption, 

the Department has tentatively 

determined that the relief sought by the 

Applicant would satisfy the statutory 

requirements for an individual 

exemption under ERISA Section 408(a) 

and Code Section 4975(c)(2). 

Notice to Interested Persons 

Notice of the proposed exemption 

will be provided to all interested 

persons within fifteen (15) days of the 

publication of the notice of proposed 

exemption in the Federal Register in the 

following manner. The Applicant must 

provide notice of the proposed 

exemption as published in the Federal 

Register, along with a separate summary 

describing the facts that led to each 

Conviction (the Summary), which have 

been submitted to the Department, and 

a prominently displayed statement (the 

Statement) that each Conviction results 

in a failure to meet a condition in PTE 

84–14, to each sponsor and beneficial 

owner of a Covered Plan, or the sponsor 

of an investment fund in any case where 

a DB QPAM acts only as a sub-advisor 

to the investment fund in which such 

ERISA-covered plan and IRA invests 

and a supplemental statement, as 

required pursuant to 29 CFR 

2570.43(a)(2). The supplemental 

statement will inform interested persons 

of their right to comment on and to 

request a hearing with respect to the 

pending exemption. All written 

comments and/or requests for a hearing 

must be received by the Department 

within forty-five (45) days of the date of 

publication of this proposed exemption 

in the Federal Register. All comments 

will be made available to the public. 

Warning: If you submit a comment, 

EBSA recommends that you include 

your name and other contact 

information in the body of your 

comment but NOT submit information 

that you consider to be confidential, or 

otherwise protected (such as Social 

Security number or an unlisted phone 

number) or confidential business 

information that you do not want 

publicly disclosed. All comments may 

be posted on the internet and can be 

retrieved by most internet search 

engines. 

General Information 

The attention of interested persons is 

directed to the following: 

(1) The fact that a transaction is the 

subject of an exemption under ERISA 

Section 408(a) and/or Code Section 

4975(c)(2) does not relieve a fiduciary or 

other party in interest or disqualified 

person from certain other provisions of 

ERISA and/or the Code, including any 

prohibited transaction provisions to 

which the exemption does not apply 

and the general fiduciary responsibility 

provisions of ERISA Section 404, which, 

among other things, require a fiduciary 

to discharge their duties respecting the 

plan solely in the interest of the 

participants and beneficiaries of the 

plan and in a prudent fashion in 

accordance with ERISA Section 

404(a)(1)(b); nor does it affect the 

requirement of Code Section 401(a) that 

the plan must operate for the exclusive 

benefit of the employees of the 

employer maintaining the plan and their 

beneficiaries; 

(2) Before an exemption may be 

granted under ERISA Section 408(a) 

and/or Code Section 4975(c)(2), the 

Department must find that the 

exemption is administratively feasible, 

in the interests of the plan and of its 

participants and beneficiaries, and 

protective of the rights of participants 

and beneficiaries of the plan; 

(3) The proposed exemption, if 

granted, will be supplemental to, and 

not in derogation of, any other 

provisions of ERISA and/or the Code, 

including statutory or administrative 

exemptions and transitional rules. 

Furthermore, the fact that a transaction 

is subject to an administrative or 

statutory exemption is not dispositive of 

whether the transaction is in fact a 

prohibited transaction; and 

(4) The proposed exemption, if 

granted, will be subject to the express 

condition that the material facts and 

representations contained in each 

application are true and complete at all 

times, and that each application 

accurately describes all material terms 

of the transaction which is the subject 

of the exemption. 

Proposed Exemption 

The Department is considering 

granting an exemption under the 

authority of ERISA Section 408(a) and 

Code Section 4975(c)(2) in accordance 

with the procedures set forth in 29 CFR 

part 2570, subpart B (76 FR 66637, 

66644, October 27, 2011). Effective 

December 31, 1978, Section 102 of 

Reorganization Plan No. 4 of 1978, 5 

U.S.C. App. 1 (1996), transferred the 

authority of the Secretary of the 

Treasury to issue exemptions of the type 

requested to the Secretary of Labor. 

Therefore, this notice of proposed 

exemption is issued solely by the 

Department. 

Section I. Definitions 

(a) The term ‘‘Covered Plan’’ means a 

plan subject to ERISA Title I, Part 4 (an 

ERISA-covered plan) or a plan subject to 

Code Section 4975 (an IRA), in each 

case, with respect to which a DB QPAM 

relies on PTE 84–14, or with respect to 

which a DB QPAM (or any Deutsche 

Bank affiliate) has expressly represented 

that the manager qualifies as a QPAM or 

relies on PTE 84–14 (the QPAM 

Exemption). A Covered Plan does not 

include an ERISA-covered Plan or IRA 


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27 49 FR 9494 (March 13, 1984), as corrected at 

50 FR 41430, (October 10, 1985), as amended at 70 

FR 49305(August 23, 2005), and as amended at 75 

FR 38837 (July 6, 2010). 

28Section I(g) of PTE 84–14 generally provides 

relief only if ‘‘[n]either the QPAM nor any affiliate 

thereof . . . nor any owner . . . of a 5 percent or 

more interest in the QPAM is a person who within 

the 10 years immediately preceding the transaction 

has been either convicted or released from 

imprisonment, whichever is later, as a result of’’ 

certain felonies including fraud. 

to the extent the DB QPAM has 

expressly disclaimed reliance on QPAM 

status or PTE 84–14 in entering into its 

contract, arrangement, or agreement 

with the ERISA-covered plan or IRA. 

Notwithstanding the above, a DB QPAM 

may disclaim reliance on QPAM status 

or PTE 84–14 in a written modification 

of a contract, arrangement, or agreement 

with an ERISA-covered plan or IRA, 

where: the modification is made in a 

bilateral document signed by the client; 

the client’s attention is specifically 

directed toward the disclaimer; and the 

client is advised in writing that, with 

respect to any transaction involving the 

client’s assets, the DB QPAM will not 

represent that it is a QPAM and will not 

rely on the relief described in PTE 84– 

14. 

(b) The term ‘‘DB QPAM’’ or ‘‘DB 

QPAMs’’ means DWS Investment 

Management Americas, Inc. and any 

current and future Deutsche Bank asset 

management affiliates that (i) qualify as 

a ‘‘qualified professional asset manager’’ 

(as defined in PTE 84–14, Section VI(a)), 

(ii) rely on the relief provided by PTE 

84–14, and (iii) with respect to which 

Deutsche Bank is an ‘‘affiliate’’ (as 

defined in PTE 84–14, Section VI(d)(1)). 

The term ‘‘DB QPAM’’ excludes DB 

Group Services (UK) Limited. 

(c) The term ‘‘Deutsche Bank’’ or 

‘‘DB’’ means Deutsche Bank AG, a 

publicly held global banking and 

financial services company 

headquartered in Frankfurt, Germany. 

(d) The term ‘‘Exemption Period’’ 

means the period of time beginning on 

April 18, 2024, and ending on April 17, 

2027. 

(e) The term ‘‘U.S. Conviction’’ means 

the judgment of conviction against DB 

Group Services (UK) Limited (DB Group 

Services), a Deutsche Bank ‘‘affiliate’’ 

(as defined in PTE 84–14, Section 

VI(d)), entered on April 18, 2017, by the 

United States District Court for the 

District of Connecticut, in case number 

3:15–cr–00062–RNC, for one (1) count 

of wire fraud, in violation of 18 U.S.C. 

1343. For all purposes under this 

exemption, ‘‘conduct’’ of any person or 

entity that is the ‘‘subject of the [U.S. 

Conviction]’’ encompasses the factual 

allegations described in Paragraph 13 of 

the Plea Agreement filed in the District 

Court in Case Number 3:15–cr–00062– 

RNC. 

(f) The term ‘‘2021 DPA’’ means the 

Deferred Prosecution Agreement entered 

on January 8, 2021, between Deutsche 

Bank and the U.S. Department of Justice 

to resolve the U.S. government’s 

investigation into violations of the 

Foreign Corrupt Practices Act and a 

separate investigation into a 

commodities fraud scheme. 

(g) Wherever found, any reference in 

this exemption to ‘‘the best knowledge’’ 

of a party, ‘‘best of [a party’s] 

knowledge,’’ and similar formulations of 

the ‘‘best knowledge’’ standard, will be 

deemed to mean the actual knowledge 

of the party and the knowledge which 

they would have had if they had 

conducted their reasonable due 

diligence required under the 

circumstances into the relevant subject 

matter. If a condition of the exemption 

requires an individual to provide 

certification pursuant to their ‘‘best 

knowledge,’’ then such individual, in 

order to make such certification, must 

perform their reasonable due diligence 

required under the circumstances to 

determine whether the information such 

individual is certifying is complete and 

accurate in all respects. Furthermore, 

with respect to an entity other than a 

natural person, the ‘‘best knowledge’’ of 

the entity includes matters that are 

known to the directors and officers of 

the entity or should be known to such 

individuals upon the exercise of such 

individuals’ due diligence required 

under the circumstances. 

Section II: Transactions 

The DB QPAMs will not be precluded 

from relying on the exemptive relief 

provided by Prohibited Transaction 

Exemption 84–14 (PTE 84–14) 27

notwithstanding the U.S. Conviction (as 

defined above in Sections I(e)), during 

the Exemption Period, provided that the 

conditions in Section III are satisfied.28

Section III. Conditions 

(a) Other than a single individual who 

worked for a non-fiduciary business 

within Deutsche Bank and who had no 

responsibility for, nor exercised any 

authority in connection with, the 

management of plan assets, the DB 

QPAMs (including their officers, 

directors, agents other than DB Group 

Services, and employees of such 

QPAMs) did not know or have reason to 

know of, and did not participate in the 

criminal conduct of DB Group Services 

that is the subject of the U.S. Conviction 

or the 2021 DPA. Further, any other 

party engaged on behalf of the DB 

QPAMs who had responsibility for, or 

exercised authority in connection with 

the management of plan assets did not 

know or have reason to know of and did 

not participate in the criminal conduct 

that is the subject of the U.S. Conviction 

or the 2021 DPA. For purposes of this 

exemption, ‘‘participate in’’ or 

‘‘participated in’’ refers not only to 

active participation in the criminal 

conduct that is the subject of the U.S. 

Conviction or the 2021 DPA, but also 

applies to knowing approval of the 

criminal conduct that is the subject of 

the U.S. Conviction or the 2021 DPA or 

knowledge of the conduct without 

taking active steps to prevent the 

conduct, including reporting the 

conduct to the individual’s supervisors 

and the Board of Directors; 

(b) Apart from a non-fiduciary line of 

business within Deutsche Bank, the DB 

QPAMs (including their officers, 

directors, agents other than DB Group 

Services, and employees of such 

QPAMs) did not receive direct 

compensation, or knowingly receive 

indirect compensation, in connection 

with the criminal conduct that is the 

subject of the U.S. Conviction or the 

2021 DPA. Further, any other party 

engaged on behalf of the DB QPAMs 

who had responsibility for, or exercised 

authority in connection with the 

management of plan assets did not 

receive direct compensation, or 

knowingly receive indirect 

compensation, in connection with the 

criminal conduct that is the subject of 

the U.S. Conviction or the 2021 DPA; 

(c) The DB QPAMs do not currently 

and will not in the future employ or 

knowingly engage any of the individuals 

that participated in the criminal 

conduct that is the subject of the U.S. 

Conviction or the 2021 DPA; 

(d) At all times during the Exemption 

Period, no DB QPAM will use its 

authority or influence to direct an 

‘‘investment fund’’ (as defined in 

Section VI(b) of PTE 84–14) that is 

subject to ERISA or the Code and 

managed by a DB QPAM in reliance of 

PTE 84–14, or with respect to which to 

which a DB QPAM has expressly 

represented to a Covered Plan that it 

qualifies as a QPAM or relies on the 

QPAM Exemption, to enter into any 

transaction with DB Group Services, or 

to engage DB Group Services to provide 

any service to such Covered Plan, for a 

direct or indirect fee borne by such 

Covered Plan, regardless of whether 

such transaction or service may 

otherwise be within the scope of relief 

provided by an administrative or 

statutory exemption; 

(e) Any failure of the DB QPAMs to 

satisfy PTE 84–14, Section I(g) arose 

solely from the U.S. Conviction; 


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(f) A DB QPAM did not exercise 

authority over the assets of any plan 

subject to Part 4 of Title I of ERISA (an 

ERISA-covered plan) or section 4975 of 

the Code (an IRA) in a manner that it 

knew or should have known would: 

Further the criminal conduct that is the 

subject of the U.S. Conviction or the 

2021 DPA; or cause the DB QPAM or its 

affiliates to directly or indirectly profit 

from the criminal conduct that is the 

subject of the U.S. Conviction or the 

2021 DPA; 

(g) Other than with respect to 

employee benefit plans maintained or 

sponsored for its own employees or the 

employees of an affiliate, DB Group 

Services will not act as a fiduciary 

within the meaning of ERISA Sections 

3(21)(A)(i) or (iii) or Code Sections 

4975(e)(3)(A) and (C) with respect to 

ERISA-covered plan and IRA assets; 

provided, however, that DB Group 

Services will not be treated as violating 

the conditions of this exemption solely 

because they acted as investment advice 

fiduciaries within the meaning of ERISA 

Section 3(21)(A)(ii) or Code Section 

4975(e)(3)(B); 

(h)(1) Each DB QPAM must continue 

to maintain, adjust (to the extent 

necessary), implement, and follow 

written policies and procedures (the 

Policies). The Policies must require and 

be reasonably designed to ensure that: 

(i) The asset management decisions of 

the DB QPAM are conducted 

independently of the corporate 

management and business activities of 

DB Group Services; 

(ii) The DB QPAM fully complies 

with ERISA’s fiduciary duties and with 

ERISA’s and the Code’s prohibited 

transaction provisions, as applicable 

with respect to each Covered Plan and 

does not knowingly participate in any 

violation of these duties and provisions 

with respect to Covered Plans; 

(iii) The DB QPAM does not 

knowingly participate in any other 

person’s violation of ERISA or the Code 

with respect to Covered Plans; 

(iv) Any filings or statements made by 

the DB QPAM to regulators, including, 

but not limited to, the Department, the 

Department of the Treasury, the 

Department of Justice, and the Pension 

Benefit Guaranty Corporation, on behalf 

of or in relation to Covered Plans are 

materially accurate and complete to the 

best of such QPAM’s knowledge at the 

time; 

(v) To the best of the DB QPAM’s 

knowledge at the time, the DB QPAM 

does not make material 

misrepresentations or omit material 

information in its communications with 

such regulators with respect to Covered 

Plans or make material 

misrepresentations or omit material 

information in its communications with 

Covered Plans; 

(vi) The DB QPAM complies with the 

terms of the exemption; 

(vii) Any violation of or failure to 

comply with a requirement in 

subparagraphs (h)(1)(ii) through 

(h)(1)(vi) is corrected as soon as 

reasonably possible upon discovery or 

as soon after the QPAM reasonably 

should have known of the 

noncompliance (whichever is earlier) 

and any such violation or compliance 

failure not so corrected is reported upon 

the discovery of such failure to so 

correct, in writing, to the head of 

compliance and the DB QPAM’s general 

counsel (or their functional equivalent) 

of the relevant DB QPAM that engaged 

in the violation or failure, and the 

independent auditor responsible for 

reviewing compliance with the Policies. 

A DB QPAM will not be treated as 

having failed to develop, implement, 

maintain, or follow the Policies 

provided that it corrects any instance of 

noncompliance as soon as reasonably 

possible upon discovery or as soon as 

reasonably possible after the QPAM 

reasonably should have known of the 

noncompliance (whichever is earlier) 

and provided that it adheres to the 

reporting requirements set forth in this 

subparagraph (vii); 

(2) Each DB QPAM must maintain, 

adjust (to the extent necessary) and 

implement a training program (the 

Training) that is conducted at least 

annually for all relevant DB QPAM 

asset/portfolio management, trading, 

legal, compliance, and internal audit 

personnel. The Training must: 

(i) At a minimum, cover the Policies, 

ERISA and Code compliance (including 

applicable fiduciary duties and the 

prohibited transaction provisions), 

ethical conduct, the consequences for 

not complying with the conditions of 

this exemption (including any loss of 

exemptive relief provided herein), and 

prompt reporting of wrongdoing; 

(ii) Be conducted in-person, 

electronically or via a website by a 

professional who has been prudently 

selected and who has appropriate 

technical training and proficiency with 

ERISA and the Code to perform the 

tasks required by this exemption; and 

(iii) Be verified, through in-training 

knowledge checks, ‘‘graduation’’ tests, 

and/or other technological tools 

designed to confirm that personnel fully 

and in good faith participate in the 

Training; 

(i)(1) Each DB QPAM must submit to 

an audit conducted annually by an 

independent auditor who has been 

prudently selected and who has 

appropriate technical training and 

proficiency with ERISA and the Code to 

evaluate the adequacy of each DB 

QPAM’s compliance with the Policies 

and Training conditions described 

herein. The audit requirement must be 

incorporated in the Policies, and the 

first audit must cover the period that 

begins on the first day this exemption is 

effective, if granted. Each audit must be 

completed no later than six (6) months 

after the corresponding audit’s ending 

period; 

(2) Within the scope of the audit and 

to the extent necessary for the auditor, 

in its sole opinion, to complete its audit 

and comply with the conditions 

described herein, and only to the extent 

such disclosure is not prevented by 

State or Federal statute, or involves 

communications subject to attorney 

client privilege, each DB QPAM and, if 

applicable, Deutsche Bank, will grant 

the auditor unconditional access to its 

business, including, but not limited to: 

its computer systems; business records; 

transactional data; workplace locations; 

training materials; and personnel. Such 

access is limited to information relevant 

to the auditor’s objectives, as specified 

by the terms of this exemption; 

(3) The auditor’s engagement must 

specifically require the auditor to 

determine whether each DB QPAM has 

developed, implemented, maintained, 

and followed the Policies in accordance 

with the conditions of this exemption 

and has developed and implemented 

the Training, as required herein; 

(4) The auditor’s engagement must 

specifically require the auditor to test 

each DB QPAM’s operational 

compliance with the Policies and 

Training. In this regard, the auditor 

must test a sample of each QPAM’s 

transactions involving Covered Plans 

that is sufficient in size and nature to 

afford the auditor a reasonable basis to 

determine such QPAM’s operational 

compliance with the Policies and 

Training; 

(5) For each audit, the auditor must 

issue a written report (the Audit Report) 

to Deutsche Bank, and the DB QPAM to 

which the audit applies that describes 

the procedures performed by the auditor 

in connection with its examination on 

or before the end of the relevant period 

described in Section III(i)(1) for 

completing the audit. The auditor, at its 

discretion, may issue a single 

consolidated Audit Report that covers 

all of the DB QPAMs. The Audit Report 

must include the auditor’s specific 

determinations regarding: 

(i) The adequacy of each DB QPAM’s 

Policies and Training; each DB QPAM’s 

compliance with the Policies and 

Training; the need, if any, to strengthen 


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such Policies and Training; and any 

instance of the respective DB QPAM’s 

noncompliance with the written 

Policies and Training described in 

Section III(h) above. The DB QPAM 

must promptly address any 

noncompliance and promptly address or 

prepare a written plan of action to 

address any determination by the 

auditor regarding the adequacy of the 

Policies and Training and the auditor’s 

recommendations (if any) with respect 

to strengthening the Policies and 

Training of the respective QPAM. Any 

action taken or the plan of action to be 

taken by the respective DB QPAM must 

be included in an addendum to the 

Audit Report (and such addendum must 

be completed before the certification 

described in Section III(i)(7) below). In 

the event such a plan of action to 

address the auditor’s recommendation 

regarding the adequacy of the Policies 

and Training is not completed by the 

time the Audit Report is submitted, the 

following period’s Audit Report must 

state whether the plan was satisfactorily 

completed. Any determination by the 

auditor that the respective DB QPAM 

has implemented, maintained, and 

followed sufficient Policies and 

Training must not be based solely or in 

substantial part on an absence of 

evidence indicating noncompliance. In 

this last regard, any finding that a DB 

QPAM has complied with the 

requirements under this subparagraph 

must be based on evidence that the 

particular DB QPAM has actually 

implemented, maintained, and followed 

the Policies and Training required by 

this exemption. Furthermore, the 

auditor must not rely solely on the 

Annual Report created by the 

compliance officer (the Compliance 

Officer) as described in Section III(m) 

below, as the basis for the auditor’s 

conclusions in lieu of independent 

determinations and testing performed 

by the auditor as required by Section 

III(i)(3) and (4) above; and 

(ii) The adequacy of the most recent 

Annual Review described in Section 

III(m); 

(6) The auditor must notify the 

respective DB QPAM of any instance of 

noncompliance identified by the auditor 

within five (5) business days after such 

noncompliance is identified by the 

auditor, regardless of whether the audit 

has been completed as of that date; 

(7) With respect to each Audit Report, 

the DB QPAM’s general counsel, or one 

of the three most senior executive 

officers of the line of business engaged 

in discretionary asset management 

services through the DB QPAM with 

respect to which the Audit Report 

applies, must certify in writing, under 

penalty of perjury, that such signatory 

has reviewed the Audit Report and this 

exemption; and that, to the best of such 

signatory’s knowledge at the time, such 

DB QPAM has addressed, corrected, or 

remedied any noncompliance and 

inadequacy or has an appropriate 

written plan to address any inadequacy 

regarding the Policies and Training 

identified in the Audit Report. Such 

certification must also include the 

signatory’s determination that, to the 

best of such signatory’s knowledge at 

the time, the Policies and Training in 

effect at the time of signing are adequate 

to ensure compliance with the 

conditions of this proposed exemption, 

and with the applicable provisions of 

ERISA and the Code. Notwithstanding 

the above, no person who knew of, or 

should have known of, or participated 

in, any misconduct underlying the U.S. 

Conviction or the 2021 DPA, by any 

party, may provide the certification 

required by this exemption, unless the 

person took active documented steps to 

stop the misconduct underlying the U.S. 

Conviction or the 2021 DPA; 

(8) The Audit Committee of Deutsche 

Bank’s Supervisory Board is provided a 

copy of each Audit Report, and a senior 

executive officer with a direct reporting 

line to the highest-ranking compliance 

officer of Deutsche Bank must review 

the Audit Report for each DB QPAM 

and certify in writing and under penalty 

of perjury that such officer has reviewed 

each Audit Report. Deutsche Bank must 

provide notice to the Department if 

there is a switch in the committee to 

which the Audit Report will be 

provided. With respect to this 

subsection (8), such certifying executive 

officer must not have known of, had 

reason to know of, or participated in, 

any misconduct underlying the U.S. 

Conviction (or the 2021 DPA), unless 

such person took active documented 

steps to stop the misconduct underlying 

the U.S. Conviction (or the 2021 DPA); 

(9) Each DB QPAM provides its 

certified Audit Report by electronic mail 

to: e-oed@dol.gov. This delivery must 

take place no later than thirty (30) days 

following completion of the Audit 

Report. The Audit Report will be made 

part of the public record regarding this 

exemption. Furthermore, each DB 

QPAM must make its Audit Report 

unconditionally available, electronically 

or otherwise, for examination upon 

request by any duly authorized 

employee or representative of the 

Department, other relevant regulators, 

and any fiduciary of a Covered Plan; 

(10) Each DB QPAM and the auditor 

must submit the following document(s) 

to OED via electronic mail to e-oed@

dol.gov: Any engagement agreement(s) 

entered into pursuant to the engagement 

of the auditor under this exemption, no 

later than two (2) months after the 

execution of any such engagement 

agreement; 

(11) The auditor must provide the 

Department, upon request, for 

inspection and review, access to all the 

workpapers created and utilized in the 

course of the audit, provided such 

access and inspection is otherwise 

permitted by law; and 

(12) Deutsche Bank must notify the 

Department of a change in the 

independent auditor no later than two 

(2) months after the engagement of a 

substitute or subsequent auditor and 

must provide an explanation for the 

substitution or change including a 

description of any material disputes 

between the terminated auditor, and 

Deutsche Bank or any of its affiliates; 

(j) Throughout the Exemption Period, 

with respect to any arrangement, 

agreement, or contract between a DB 

QPAM and a Covered Plan, the DB 

QPAM agrees and warrants: 

(1) To comply with ERISA and the 

Code, as applicable with respect to such 

Covered Plan; to refrain from engaging 

in prohibited transactions that are not 

otherwise exempt (and to promptly 

correct any prohibited transactions in 

accordance with applicable rules under 

ERISA and the Code); and to comply 

with the standards of prudence and 

loyalty set forth in ERISA Section 404 

with respect to each such Covered Plan 

to the extent that section is applicable; 

(2) To indemnify and hold harmless 

the Covered Plan for any actual losses 

resulting directly from a DB QPAM’s 

violation of ERISA’s fiduciary duties, as 

applicable, and of the prohibited 

transaction provisions of ERISA and the 

Code, as applicable; a breach of contract 

by the QPAM; or any claim arising out 

of the failure of such DB QPAM to 

qualify for the exemptive relief provided 

by PTE 84–14 as a result of a violation 

of Section I(g) of PTE 84–14 other than 

the Conviction. This condition applies 

only to actual losses caused by the DB 

QPAM’s violations. Actual losses 

include, but are not limited to, losses 

and related costs arising from 

unwinding transactions with third 

parties and from transitioning Plan 

assets to an alternative asset manager as 

well as costs associated with any 

exposure to excise taxes under Code 

section 4975 as a result of a QPAM’s 

inability to rely upon the relief in the 

QPAM Exemption. 

(3) Not to require or otherwise cause 

the Covered Plan to waive, limit, or 

qualify the liability of the DB QPAM for 

violating ERISA or the Code or engaging 

in prohibited transactions; 


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(4) Not to restrict the ability of such 

Covered Plan to terminate or withdraw 

from its arrangement with the DB 

QPAM with respect to any investment 

in a separately managed account or 

pooled fund subject to ERISA and 

managed by such QPAM, with the 

exception of reasonable restrictions, 

appropriately disclosed in advance, that 

are specifically designed to ensure 

equitable treatment of all investors in a 

pooled fund in the event such 

withdrawal or termination may have 

adverse consequences for all other 

investors. In connection with any of 

these arrangements involving 

investments in pooled funds subject to 

ERISA entered into after the effective 

date of this exemption, the adverse 

consequences must relate to a lack of 

liquidity of the underlying assets, 

valuation issues, or regulatory reasons 

that prevent the fund from promptly 

redeeming a Covered Plan’s investment, 

and such restrictions must be applicable 

to all investors in the pooled fund on 

equal terms and effective no longer than 

reasonably necessary to avoid the 

adverse consequences; 

(5) Not to impose any fees, penalties, 

or charges for such termination or 

withdrawal with the exception of 

reasonable fees, appropriately disclosed 

in advance, that are specifically 

designed to prevent generally 

recognized abusive investment practices 

or specifically designed to ensure 

equitable treatment of all investors in a 

pooled fund in the event such 

withdrawal or termination may have 

adverse consequences for all other 

investors, provided that such fees are 

applied consistently and in like manner 

to all such investors; 

(6) Not to include exculpatory 

provisions disclaiming or otherwise 

limiting liability of the DB QPAM for a 

violation of such agreement’s terms. To 

the extent consistent with ERISA 

Section 410, however, this provision 

does not prohibit disclaimers for 

liability caused by an error, 

misrepresentation, or misconduct of a 

plan fiduciary or other party hired by 

the plan fiduciary who is independent 

of Deutsche Bank and its affiliates, or 

damages arising from acts outside the 

control of the DB QPAM; and 

(7) Within 60 calendar days after this 

exemption’s effective date, each DB 

QPAM must provide a notice of its 

obligations under this Section III(j) to 

each Covered Plan. For Covered Plans 

that enter into a written asset or 

investment management agreement with 

a DB QPAM on or after 60 calendar days 

from this exemption’s effective date, the 

DB QPAM must agree to its obligations 

under this Section III(j) in an updated 

investment management agreement 

between the DB QPAM and such clients 

or other written contractual agreement. 

This condition will be deemed met for 

each Covered Plan that received a notice 

pursuant to PTE 2017–04 or PTE 2021– 

01 that meets the terms of this 

condition. This condition will also be 

met where the DB QPAM has already 

agreed to the same obligations required 

by this Section III(j) in an updated 

investment management agreement 

between the DB QPAM and a Covered 

Plan. Notwithstanding the above, a DB 

QPAM will not violate the condition 

solely because a Covered Plan client 

refuses to sign an updated investment 

management agreement; 

(k) Within 60 days after the effective 

date of this exemption, each DB QPAM 

provides notice of the exemption as 

published in the Federal Register, along 

with a separate summary describing the 

facts that led to the U.S. Conviction (the 

Summary), which have been submitted 

to the Department, and a prominently 

displayed statement (the Statement) that 

the U.S. Conviction results in a failure 

to meet a condition in PTE 84–14, to 

each sponsor and beneficial owner of a 

Covered Plan, or the sponsor of an 

investment fund in any case where a DB 

QPAM acts only as a sub-advisor to the 

investment fund in which such ERISAcovered plan and IRA invests. All 

prospective Covered Plan clients that 

enter into a written asset or investment 

management agreement with a DB 

QPAM (including a participation or 

subscription agreement in a pooled fund 

managed by a DB QPAM) after the date 

that is sixty days after the effective date 

of this exemption must receive the 

proposed and final exemptions with the 

Summary and the Statement prior to, or 

contemporaneously with, the client’s 

receipt of a written asset management 

agreement from the DB QPAM (for 

avoidance of doubt, all Covered Plan 

clients of a DB QPAM during the 

Exemption Period must receive the 

disclosures described in this Section by 

the later of (i) 60 days after the effective 

date of the exemption or (ii) the date 

that a Covered Plan client enters into a 

written asset or investment management 

agreement with a DB QPAM). 

Disclosures required under this 

paragraph (k) may be delivered 

electronically (including by an email 

that has a link to this exemption. 

Notwithstanding the above paragraph, a 

DB QPAM will not violate the condition 

solely because a Plan or IRA refuses to 

sign an updated investment 

management agreement; 

(l) The DB QPAMs must comply with 

each condition of PTE 84–14, as 

amended, with the sole exception of the 

violation of PTE 84–14 Section I(g) that 

is attributable to the U.S. Conviction. If, 

during the Exemption Period, an 

affiliate of a DB QPAM (as defined in 

Section VI(d) of PTE 84–14) is convicted 

of a crime described in Section I(g) of 

PTE 84–14 (other than the U.S. 

Conviction), relief in this exemption 

would terminate immediately; 

(m)(1) Deutsche Bank continues to 

designate a senior compliance officer 

(the Compliance Officer) who will be 

responsible for compliance with the 

Policies and Training requirements 

described herein. The Compliance 

Officer previously designated by the DB 

QPAM(s) under PTE 2021–01 may 

continue to serve in the role of 

Compliance Officer provided they meet 

all the requirements of this Section. 

Notwithstanding the above, no person 

who knew of, or should have known of, 

or participated in, any misconduct 

underlying the U.S. Conviction (or the 

2021 DPA), by any party, may be 

involved with the designation or 

responsibilities required by this 

condition, unless the person took active 

documented steps to stop the 

misconduct underlying the U.S. 

Conviction (or the 2021 DPA). The 

Compliance Officer must conduct an 

annual review for each twelve-month 

period, beginning on this exemption’s 

effective date, (the Exemption Review) 

to determine the adequacy and 

effectiveness of the implementation of 

the Policies and Training. With respect 

to the Compliance Officer, the following 

conditions must be met: 

(i) The Compliance Officer must be a 

professional who has extensive 

experience with, and knowledge of, the 

regulation of financial services and 

products, including under ERISA and 

the Code; and 

(ii) The Compliance Officer must have 

a direct reporting line to the highestranking corporate officer in charge of 

compliance for asset management; 

(2) With respect to each Annual 

Review, the following conditions must 

be met: 

(i) The Annual Review includes a 

review of the DB QPAM’s compliance 

with and effectiveness of the Policies 

and Training and of the following: any 

compliance matter related to the 

Policies or Training that was identified 

by, or reported to, the Compliance 

Officer or others within the compliance 

and risk control function (or its 

equivalent) during the previous year; 

the most recent Audit Report issued in 

connection with PTE 2017–04 or PTE 

2021–01 or this exemption; (B) any 

material change in the relevant business 

activities of the DB QPAMs; and (C) any 

change to ERISA, the Code, or 


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regulations related to fiduciary duties 

and the prohibited transaction 

provisions that may be applicable to the 

activities of the DB QPAMs; 

(ii) The Compliance Officer prepares 

a written report for each Annual Review 

(each, an Annual Report) that: (A) 

summarizes their material activities 

during the preceding year; (B) sets forth 

any instance of noncompliance 

discovered during the preceding year, 

and any related corrective action; (C) 

details any change to the Policies or 

Training to guard against any similar 

instance of noncompliance occurring 

again; and (D) makes recommendations, 

as necessary, for additional training, 

procedures, monitoring, or additional 

and/or changed processes or systems, 

and management’s actions on such 

recommendations; 

(iii) In each Annual Report, the 

Compliance Officer must certify in 

writing that to the best of their 

knowledge at the time: (A) the report is 

accurate; (B) the Policies and Training 

are working in a manner which is 

reasonably designed to ensure that the 

Policies and Training requirements 

described herein are met; (C) any known 

instance of noncompliance during the 

preceding year and any related 

correction taken to date have been 

identified in the Annual Report; and (D) 

the DB QPAMs have complied with the 

Policies and Training and/or corrected 

(or is correcting) any known instances of 

noncompliance in accordance with 

Section III(h) above; 

(iv) Each Annual Report must be 

provided to: (A) the appropriate 

corporate officers of Deutsche Bank and 

each DB QPAM to which such report 

relates, and (B) the head of compliance 

and the DB QPAM’s general counsel (or 

their functional equivalent) of the 

relevant DB QPAM; and must be made 

unconditionally available to the 

independent auditor described in 

Section III(i) above; 

(v) Each Annual Review, including 

the Compliance Officer’s written 

Annual Report, must be completed 

within three (3) months following the 

end of the period to which it relates; 

(n) Each DB QPAM will maintain 

records necessary to demonstrate that 

the conditions of this exemption have 

been met, for six (6) years following the 

date of any transaction for which the DB 

QPAM relies upon the relief in the 

exemption; 

(o) During the Exemption Period, 

Deutsche Bank: (1) immediately 

discloses to the Department any 

Deferred Prosecution Agreement (a 

DPA) or a Non-Prosecution Agreement 

(an NPA) with the U.S. Department of 

Justice, entered into by Deutsche Bank 

any of its affiliates in connection with 

conduct described in Section I(g) of PTE 

84–14 and/or ERISA section 411; and (2) 

immediately provides the Department 

any information requested by the 

Department, as permitted by law, 

regarding the agreement and/or conduct 

and allegations that led to such 

agreement; 

(p) Within 60 days after the effective 

date of this exemption, each DB QPAM, 

in its agreements with, or in other 

written disclosures provided to Covered 

Plans, clearly and prominently informs 

Covered Plan clients of the Covered 

Plan’s right to obtain a copy of the 

Policies or a description (Summary 

Policies), which accurately summarizes 

key components of the QPAM’s written 

Policies developed in connection with 

this exemption. If the Policies are 

thereafter changed, each Covered Plan 

client must receive a new disclosure 

within six (6) months following the end 

of the calendar year during which the 

Policies were changed. If the Applicant 

meets this disclosure requirement 

through Summary Policies, changes to 

the Policies shall not result in the 

requirement for a new disclosure unless, 

as a result of changes to the Policies, the 

Summary Policies are no longer 

accurate. With respect to this 

requirement, the description may be 

continuously maintained on a website, 

provided that such website link to the 

Policies or the Summary Policies is 

clearly and prominently disclosed to 

each Covered Plan; 

(q) A DB QPAM will not fail to meet 

the terms of this exemption, solely 

because a different DB QPAM fails to 

satisfy a condition for relief described in 

Sections III(c), (d), (h), (i), (j), (k), (l), (n) 

and (p) or if the independent auditor 

described in Section III(i) fails to 

comply with a provision of the 

exemption, other than the requirement 

described in Section III(i)(11), provided 

that such failure did not result from any 

actions or inactions of Deutsche Bank or 

its affiliates; 

(r) Deutsche Bank imposes its internal 

procedures, controls, and protocols to 

reduce the likelihood of any recurrence 

of conduct that is the subject of the U.S. 

Conviction and the 2021 DPA; 

(s) All the material facts and 

representations set forth in the 

Summary of Facts and Representations 

are true and accurate; 

(t) With respect to an asset manager 

that becomes a DB QPAM after the 

effective date of the exemption by virtue 

of being acquired (in whole or in part) 

by DB or a subsidiary or affiliate of DB 

(a ‘‘newly-acquired DB QPAM’’), the 

newly-acquired DB QPAM would not be 

precluded from relying on the 

exemptive relief provided by PTE 84–14 

notwithstanding the U.S. Conviction as 

of the closing date for the acquisition; 

however, the operative terms of the 

exemption shall not apply to the newlyacquired DB QPAM until a date that is 

six (6) months after the closing date for 

the acquisition. To that end, the newly 

acquired DB QPAM will initially submit 

to an audit pursuant to Section III(i) of 

this exemption as of the first audit 

period that begins following the closing 

date for the acquisition. The period 

covered by the audit must begin on the 

date on which the DB QPAM was 

acquired; and 

(u) The DB QPAM(s) must provide the 

Department with the records necessary 

to demonstrate that each condition of 

this exemption has been met within 30 

days of a request for the records by the 

Department. 

Exemption Date: This exemption will 

be in effect beginning on April 18, 2024, 

and ending on April 17, 2027. 

Signed at Washington, DC. 

George Christopher Cosby, 

Director, Office of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2024–03358 Filed 2–20–24; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF LABOR 

Office of Workers’ Compensation 

Programs 

[OMB Control No. 1240–0044] 

Proposed Extension of Information 

Collection; Health Insurance Claim 

Form (OWCP–1500) 

AGENCY: Office of Workers’ 

Compensation Programs, Labor. 

ACTION: Request for public comments. 

SUMMARY: The Department of Labor, as 

part of its continuing effort to reduce 

paperwork and respondent burden, 

conducts a pre-clearance request for 

comment to provide the general public 

and Federal agencies with an 

opportunity to comment on proposed 

collections of information in accordance 

with the Paperwork Reduction Act of 

1995. This request helps to ensure that: 

requested data can be provided in the 

desired format; reporting burden (time 

and financial resources) is minimized; 

collection instruments are clearly 

understood; and the impact of collection 

requirements on respondents can be 

properly assessed. Currently, OWCP is 

soliciting comments on the information 

collection for Health Claim Insurance 

Form, OWCP–1500. 


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